Ben and Jen 10: Alien Force
by Jake H Voronkov
Summary: Five years after Ben and Jen 10, the twins have settled down in Bellwood, trying to live as normal lives as possible. But when an alien conspiracy looms over Earth, the Omni-Team must reassemble, gaining some new friends and enemies along the way. What secrets will be revealed? What sacrifices will be made? And what is this destiny the Protectors see in Jen? Find out by reading.
1. Ben and Jen 10 Return: Part 1

In a dark cavern decorated with walls and floors of multiple colors of red, purple, brown and blue and tendril-like designs, an alien figure walked into a room and bowed a projection of his master. He had brown skin on his main body and torso that ended in black arms and legs that had two toes and his heel stretched out like a third toe and his fingers stretched out into claws. The center of his chest showed a series of purple tendrils that stretched up onto a squid-like head with a single green-eye with a slitted pupil and a visible brain at the top.

His master was a white humanoid alien with black hands and feet, a purple face with four red eyes on his face along with other eyes on their chest. His back extended four orange moth-like wings and he had a red and purple marking on his chest as if to indicate his heart.

"You may speak to me, half-breed vermin."

"Gratitude, master. For months now, someone has been leaking the details of our secret operations to the authorities," the half-breed said. "I have new information of interest. We have found the source of the leak."

He then held out a silver projector that showed a hologram of a familiar Plumber in a red Hawaiian shirt.

"His name is Max Tennyson. We've had trouble with him before."

"Then this will be the final time he troubles us. Destroy him."

"At once, master."

* * *

Meanwhile, in Bellwood, California, a soccer match was going on as the crowd went wild along with the high school cheerleaders who did all sorts of jumps and cheers.

"Lean to the left! Lean to the right! Go, go, Cannons, fight, fight, fight! GO CANNONS!" they shouted as they tossed each other up in the air, doing flips and tricks for the crowd.

Among the cheerleaders was a now fifteen-year-old Jen Tennyson. She had grown taller to about 5'6" and had a nice slender, yet completely toned figure. Her hips had swelled to about a 7 inches in diameter and her hair had grown longer to about her waist in length and she kept it brushed into a nice low ponytail. And the most definitive feature was that due to hitting puberty about 2 years ago, she had developed small B-cup breasts.

The score was 2-1 in favor of the green team to the red side.

An older Cash Murray in a red jersey was running along the field, avoiding the players in green jerseys and dribbling the ball between his feet as the crowd went wild on the left side for his team.

He tumbled and jumped around the players in green surrounding him as he ran towards the goal. Soon, Cash became trapped in between three players on the green side.

"Pass it to me!" his friend J.T. said, jumping up and down. "Pass it to me!"

Ben looked to see 23 seconds left on the clock. He could still tie the game.

"Come on! I'm open!"

Cash immediately kicked the ball to J.T. who began running towards the goal.

Standing firmly in the goal was a fifteen-year-old Ben Tennyson and he smirked. He, like his sister, had grown to about 5'6" and his once messy hair was now slicked back into a fine comb.

J.T. kicked the ball as hard as he could, only for Ben to leap up and catch the ball like it was nothing.

The crowd and cheerleaders immediately burst into applause as the clock ticked to zero.

In particular, smiling and applauding was an Asian girl in a pink sweater with a black undershirt and a white skirt and sneakers with black hair styled into a bowl cut.

The crowd lifted Ben up as he smiled.

"Alright, Ben! Way to go!" the players all said as the cheerleaders gathered.

"Okay, ladies. Great work today," said Jasmine, the captain. "Simone, Casey, more swagger. And Jen, I could use a tiny bit more energy from you next week."

Jen sighed as the group dispersed.

"I've got enough energy to last for days, Jasmine," she sighed.

"I thought you were pretty good out there," said one of the players who walked behind her and she shot back and looked at him closely.

He had a pretty strong build and had spiky black hair, bright brown eyes and after changing out of his uniform, he wore a red T-Shirt with a red Omni-Team logo (obvious Omni-Twin merchandise) and had green pants and sneakers as well as a wristwatch.

"Whoa," Jen said. "Sorry, I didn't see you there. I'm Jennifer Tennyson. But you can just call me Jen."

"I've heard of you before my family moved here from Columbus. I'm Justin," he said. "Justin Weatherspool."

"Nice to meet you," Jen said. "Sorry, I gotta go meet my brother. We're meeting with our grandpa soon."

"Great to meet you too," he said as Jen smiled and left.

Meanwhile, Ben unhooked his bike and looked at the golden medal around his neck that read MVP.

He looked up to see the Asian girl from before in front of him.

"Oh, uh, hi," he said. "I'm sorry. I wasn't showing off. I mean, I was going to show the medal to my Grandpa... I guess that is showing off."

The girl only smiled at him. "It's okay. I understand."

"Ben Tennyson. Hi."

"Julie Yamamoto," she said. "I know who you and your sister are. That was a great game. And she's a great cheerleader."

"Thanks," Jen said as she walked over and undid her bike as well. "We really do have to go though. See you tomorrow, Julie?"

"Okay," Julie said, winking at Ben. "Bye!"

* * *

The twins rode off on their bikes, taking in the sights of their town as they raced off to find the Rust Bucket that was rebuilt about 3 1/2 years ago..

"Not much has happened in the last four years, eh sis?" Ben asked.

"Not really. It's so boring," she said as she looked at her bare wrist. "What I wouldn't give to be a superhero again. Even if it was just for one day, I would be satisfied."

They rode into the trailer park before finding the Rust Bucket and they immediately parked their bikes and Jen breathed in the air of the mobile home.

"Ah. Sweet memories."

The twins looked around as Jen looked down to see she was still in her cheerleading outfit. "Man, we need to go home. I don't really look good in skirts."

Ben chuckled and knocked on the door.

"Grandpa Max? Open up, it's Ben and Jen."

Little did the twins know, a certain cloaked figure in a top hat was lurking at them in the bushes.

Jen peeked through the blinds to see no one inside the RV. She shrugged as she picked up a rock by the tree and turned it over to find a key. She took the key out and unlocked the door before she and her brother walked inside the deserted mobile home.

"Hello?" she asked. "Grandpa?"

The twins looked to see discarded Hawaiian shirts and gear on the floor.

Ben heard a pounding as he looked to Jen.

"Wait here," he said with her nodding.

He walked over to the restroom and slid the door open, finding nothing inside of it.

He closed the door and Jen eeped as she found one of the aliens from the intro behind her brother and he swept down and shot his tentacles at him and he tumbled out of the way, slapping his wrist, only for nothing to happen.

"Oh man! That's right! We got the watches off almost 4 years ago!" he said.

Jen shouted out as she dodged the purple tentacles and she shouted out and enveloped her hands in pink energy.

"We don't need the Omnitrixes to kick your butt!"

The alien reared his tentacles back in and swept its claws at Ben, who blocked it with a book and he gave a strong kick to smash him in the leg as Jen blasted at him with her energy blasts that knocked him back.

Ben ducked under the table, which the alien pulled away with his powerful claws. He ran away as Jen nodded to him and whispered a spell on herself that turned her invisible.

The alien looked to his left and saw a black shoe. He moved in to investigate, only to find that the shoe was discarded. He felt a tap on his shoulder as Ben held a fire extinguisher in his hands as Jen reappeared.

"Peek-a-boo!" Ben shouted as he blasted the fire extinguisher at the alien that sent him flying back as Jen blasted her energy waves at him, sending him crashing out the windshield.

"Okay," Jen said as she and her brother looked around the R.V. "Whatever that thing was, it was looking for something."

"Yeah, but what?"

Ben walked up and flipped a few switches on the dashboard, which caused the clock in the corner to adjust itself and move out, revealing a secret component.

"Hello," Jen said as she and Ben walked in and picked up the silver projector in the compartment.

A hologram appeared, revealing Max.

_"Hello, Ben. Jen."_

"Grandpa," the twins said to themselves.

"What's gong-" Ben said.

_"I left this recording where I knew only you two would find it. I'm in a bit of a situation, but it's nothing that I can't handle. Certainly nothing for the two of you to worry about. There's renewed alien activity on Earth. I'm investigating it."_

The hologram disappeared only to reappear again.

_"Oh, and don't worry about the Omnitrixes, either. I have them and they're completely safe. They'll never get their hands on them. Say hello to your cousins, Gwen and Becky and your good friend Allison for me. Max out."  
_

The hologram deactivated and the twins looked to each other.

"What does he mean _he _has the Omnitrixes?" Ben asked.

"I know," Jen said. "We have them hiding at home."

* * *

The twins hurriedly rode their bikes up to their house and burst into the house, running past their mother who was doing the dishes.

"Ben, Jen! No running in the house!" Sandra called.

"Sorry, mom!" Jen shouted.

They ran past the now five-year-old Emma's room and she looked on at them, wondering what was going on.

She wore a purple shirt with a pink and white unicorn on the front and blue shots and white shoes that fit her tiny feet.

She stood up from playing with her hand-me-down dolls from her older sister and followed them into the attic.

The twins ran into Ben's room and said younger twin tossed the laundry aside, searching for the box.

"Grandpa says he has the Omnitrixes, but I know that they're here."

He then took out his special box and removed some of the contents to reveal the green and pink alien watches from it.

Jen nodded. "Just as we thought."

"What are you trying to tell us, Grandpa?" he asked.

"We need to go see Gwen and Becky," Jen said as they pocketed the Omnitrixes and walked off as Emma followed them.

"Hey, Ben, Jen?" Emma asked. "Where are you guys going?"

"Emma," Ben said, leaning down to her level. "Your sister and I are going to go see your cousins Gwen and Becky."

"Okay. See you guys later," Emma said as Jen rubbed her head and they ran off.

* * *

At the Bellwood Recreational Center, a karate match was going on as two familiar figures stood in front of each other, prepping for their sparring match.

One was a fifteen-year-old Gwen Tennyson with her red hair pulled back into a high ponytail and the other was her twin sister Rebecca, Becky for short, who had her black hair brushed back to her waist in two pigtails. Both had grown considerably to about 5'8" tall and had developed small B-cup breasts from puberty. Both were wearing white gis and had black belts, both signalling their mastery in karate.

"Ready," the sensei began as the two sisters bowed to each other in respect before taking their fighting poses. _"Hajime! _Fight!"

Becky and Gwen then gave out punches and kicks, which were immediately blocked by the other and this continued on for about a minute, the two equally matched in strength and speed before Gwen grabbed Becky's arm and gave her a toss onto the mat.

"Point! Victory!" the sensei said as Gwen smiled to her sister and helped her up before they bowed to each other.

The applause died down as they found their cousins among the crowd, clapping.

Ben now wore a black shirt, blue jeans and a green jacket with white stripes and the number 10 on it, and black and white Converse-style shoes. His sister had a sleeveless pink shirt wish a 10 on the center, white shorts, and purple sneakers.

"So how's our favorite cousins?" Ben asked.

"Ben, Jen," Becky said as the two ran up and hugged them.

"We're still undefeated except against each other," Gwen smiled.

"Okay, compliments means that you two want something from us."

Jen nodded, getting a serious face.

"We've got a problem. We need advice."

"Alright. Let us change," Becky said as they left for the locker rooms.

* * *

Night had fallen and Jen was playing games on her phone as Ben fell asleep on the bleachers.

The doors opened up and Gwen and Ben walked in to see Ben drooling while he slept. Ben opened his eyes to see his cousins standing before him as Jen stood up.

Gwen wore a white shirt under a dark blue sweater, black stockings under a black mini skirt, and black high heels. Her hair had also grown longer and was down to her waist. Becky had a red T-shirt that had a tiger symbol on him, cut up black sweat jeans, short steel-toe boots and a bracelet around her left wrist.

"Well, that's attractive," Gwen said to Ben as he stood up and swallowed his drool.

"I'm awake, I'm awake," Ben said as Jen put her phone away.

"You guys still have your hero watches that the Louds gave us five years ago?" Jen said.

"Sure do," Becky said as they pulled them out. "Never leave the house without them. You never know what's gonna happen."

"So," Jen said to Gwen. "How is it keeping your tats from the rents?"

"It's not easy. Had a few close calls with the illusion spell. Now on to why you guys are here. What is it?" Gwen asked the twins. "You needed help?"

"Actually, we said we needed advice," Ben said as he and his sister showed the Omnitrixes.

The sisters gasped as they sat down and the twins showed Grandpa Max's hologram.

_"...Oh, don't worry about the Omnitrixes either. I have them and they're completely safe, they'll never find them. Say hello to your cousins Gwen and Becky for me and your friend Allison for me. Max out."_

The hologram deactivated and the sisters looked to the twins.

"Grandpa doesn't have the Omnitrixes. You two do." Gwen said.

"Yeah,' Ben said. "He's sending us some kind of message."

"Maybe he wants us to put them back on again?" Jen suggested.

"He always told you guys that that was your choice," Becky said, laying a hand on her shoulder. "You don't have to do it if you don't want to."

"The world has been wondering where the Omni-Team has been for the last four years," Ben said, feeling his bare wrist. "We used to love the Omnitrixes."

"It made us feel special," Jen confirmed.

"Ally and Scarlett told you kids that it was never the watches that were special," Gwen said. "It was you."

The twins smiled as Becky got down off the bleachers.

"You guys earned the chance to have a normal life. You deserve it. If you guys put those things back on, that's pretty much it for normal. We may never get them off again."

"But if Grandpa needs our help-" Ben began.

"He said he didn't," Gwen said. "Remember how much trouble we had getting them off the last time?"

The doors suddenly opened and the cloaked figure from the trailer park appeared in the hallway light.

"The Omnitrixes aren't yours. Give them up."

"Not happening, dude!" Jen said as Gwen and Becky slipped their watches out of their wrists and pressed them to transform into Lucky Girl and Huntress.

Lucky Girl's outfit was now more slender form-fitting, hugging her body in all the right places. Her sleeves were cut off, revealing her tattoos proudly. She had a blue utility belt with a cat icon on it and she had tall boots on her feet that had a small heel and gloves that reached her mid-arm. Her mask also had longer cat ears and accentuated her beauty.

Huntress held her now completely metal Plumber-grade spear and had other weapons in a silver utility belt around her waist, accentuating her now leopard-like hunting pelt that revealed the right side of her torso while covering her breasts and her footwraps were firmly around her feet. She also had golden bands around her wrists and she no longer wore her mask, but instead kept her hair more wild and covered her right eye to conceal her identity.

"Wow. Loving the new suits," Ben smiled to his cousins.

"Really? We've been making improvements to the old ones," Lucky Girl said.

"Run!" Jen said as she fired out pink energy blasts that hit the figure in the chest before they sprinted off to the exit.

They made their way there and Ben pushed down on the door, but it was unfortunately jammed.

"Give them to me, now."

"Or what?" Jen asked, threateningly.

"Or... this!" the figure removed the mask from his face, revealing him to be an fishlike alien creature. He had mauve-colored skin and yellow eyes with black, slit-like pupils. His neck was covered with long black gills on either side. He wears a white armored suit with a domed helmet filled with a water-like liquid.

"Ew, fishface," Huntress groaned. "So creepy."

She pulled her bow out of her belt pouch and unfolded it as she reached into her side quiver and pulled out an arrow and aimed it, avoiding a blast from him as she fired her arrow, which he dodged.

"Don't make me use this thing on you."

"Who's _making _you?" Jen asked as Lucky Girl created pink energy platforms beneath her feet and walked upwards with a glare.

"Not fishface here, that's for sure," she said, enveloping her hands in energy.

He blasted at Jen as she swiped her energy fists upwards to block the blaster shots and they both blasted their energy discs at him, that he shatterd with a swipe.

Lucky Girl then fired out a solidified beam of magic towards the alien and caught him upwards in her grip, holding him in the air.

"You are getting really good at using my powers," Jen smirked.

"I've learned from the best," Lucky Girl smiled to her cousin as the group glared at the intruder.

"We want answers right now," Ben said. "Or else-"

"You'll what?"

"I don't know," he admitted. "We'll overfeed you."

"Really, dude?" Huntress asked, raising an eyebrow.

"Do I look like somebody to joke with? I'm a duly deputized agent of the Plumbers, an intergalactic law enforcement organization."

"We know what the Plumbers are," Jen said. "Our Grandpa Max used to be a Plumber."

"Max as in Max... Tennyson?"

"Yeah..." Ben said.

"He was helping me out on a case but he went missing."

"We're looking for him," Lucky Girl said.

"Wait. He's your grandfather? You're the legendary Ben and Jen Tennyson? The Omni-Twins?"

"The two and only," Jen said proudly.

"I thought you were just two kids who snuck the message from the Rust Bucket. I'm Magister Labrid."

"Wow, a Magister?" Jen asked, impressed. "We know the Plumbers were reinstated into business a little over four years ago."

"My apologies. If you get me out of this, maybe we can find your grandfather together."

"Agreed," Ben said as he nodded to Lucky Girl, who let him go.

The twins looked at the Omnitrixes firmly in their hands and looked to each other.

"Are you sure?" Lucky Girl asked.

Ben and Jen nodded and slapped the Omnitrixes onto their left wrists, fastening them, this time for good.

"We're sure," Jen confirmed. "But there's one more that we need for the Omni-Team to get back together."

"And we know where she is," Huntress nodded.

* * *

In a small two-floor apartment in the town, loud grunting was heard in the basement as several movie posters lined the room and heavy metal music played over the speakers as a young woman was working out in the room.

An 18-year-old Allison Levin was working on the weight bench in her workout room that held a treadmill, freeweights, a pilate machine, a rowing machine and a movie screen and DVD player.

Allison now had her hair down to about her waist in no ponytail whatsoever. She was also completely jacked with muscles from extensive workouts from the past five years with no trace of fat on her body whatsoever and she also sported a nice set of washboard six-pack abs. She had her ears pierced with black piercings and she had grown to about 6'1" and had C-Cup breasts. She was currently in a black training bra and shorts and wore heavy steel-toe combat boots on her feet along with her three bracelets on her left wrist along with her hero watch on her right.

She shouted out in pain as every muscle ached from the workout. She finally groaned as she set the weight onto the bench and walked up to take a nice hot shower.

Once she got out and got dressed into her form-fitting T-shirt with a short-sleeved studded vest and black cargo pants with extra pockets and set off to her kitchen to work on her dish, she saw someone knock on her door.

She put down her chef's knife and walked to her front door to see her old friends from a few years ago and her eyes widened.

"Guys?" she asked, her voice sounding surprisingly light and feminine despite her tough as nails exterior.

"Hey, Allison," Jen said as Allison let her friends in and they sat down in her living room as she came in. "What's cooking?"

"Just by mother's boeuf bourguignon," Allison said as she got out five bowls and dished the stew into them, serving their friends.

"This is amazing," Ben said, savoring the taste.

"I'm the sous chef at one of the best restaurants in town," Allison said. "My cooking has to be on point. So now on to why you're here?"

"We want to get the Omni-Team back together again," Jen said, showing off her and her brother's Omnitrix arms.

"You put them back on?"

"We had to. There's something going on and it concerns Grandpa Max," Ben said as Gwen and Becky nodded. "And I know Matter Girl's been doing some solo vigilantism on the streets."

"Nothing gets past you, Ben. Life hasn't been the same since you guys decided to retire," Allison chuckled as Huntress smiled.

"Loving that bod," she said as Allison smirked and flexed.

"I work out at least three hours a day. Sometimes on the streets," she said. "You guys may have retired, but I chose not to."

"We're coming out of retirement," Jen said. "Grandpa Max is missing and we're going to find him. But we need all of the Omni-Team to do it. Are you in, Ally?"

"Oh, Jenny," Allison said with a smile as she put her bowl down and collected the empty bowls from her friends. "You guys already know the answer is yes. I haven't forgotten what I said to you in San Francisco five years ago."

"Good. Now, on to the train yard Labrid was informed of."

"Who's Labrid?" Allison asked as she grabbed her bike helmet and the keys to her motorcycle as the group exited and she turned everything off and locked the door behind her.

* * *

In the trainyard, Labrid and the now re-assembled Omni-Team were hiding behind a crate as they saw a business deal getting set up and they looked to each other nervously.

"So... what are we doing here?" Gwen asked.

"Stakeout," Labrid explained. "According to a tip from your grandfather, the Forever Knights, a group of criminals who-"

"Trade in alien technology, yeah, we know," Ben said.

"We've gone up against them many times in the past," Jen said.

"They're supposed to show up here tonight to receive a shipment of illegal alien tech."

"Yeah," Becky said. "But who do they get it from?"

"They're obviously the scummiest of the scum," Allison said, slamming her fist into her hand.

"I don't know. Max was going to tell me but he disappeared."

They all heard some motors running towards them and they gulped.

"Duck," Labrid said as they all ducked down.

Some trucks pulled up, unawares of the heroes witnessing them and then a green muscle car with black stripes pulled up to them and the door opened and out stepped a familiar figure to the heroes. He was a tall and muscular young man, almost as tough as Allison. His eyes lacked the black marks (as his body fully recovered from and stopped absorbing energy). He wore a tight black T-shirt over a grey long sleeve shirt, blue pants, and black combat shoes. His black hair was styled into a choppy mullet.

"No way," Allison whispered as her eyes go wide at the sight of the young man.

"What?" Labrid asked.

"I don't believe it. It's Kevin," Gwen realized.

"You know him?"

"Kevin Levin," Jen explained as Ben nodded.

"He's my little brother," Allison said, energy sparking at her fingers. "We have the same powers."

"We fought him all the time when we were kids," Ben said. "And Ally here took the right side and joined us."

"He ended up trapped in the Null Void," Becky added. "It's like an alien jail that exists in an alternate dimension."

"But how did he get out?" Jen asked. "And how is he not mutated?"

The red cloaked figures, obviously the Forever Knights, approached Kevin and handed him a briefcase and he smirked to them.

"What are you doing now, Kev?" Allison asked her little brother silently.

Kevin opened the briefcase and saw several stacks of dollars.

"Money's here," he said.

He turned to the other workers who took down some cases from the truck and Kevin opened a case to reveal some kin of blaster.

"Well your brother's the one brokering the deal."

"That-that is just... my brother," Allison sighed.

"You did say it was illegal."

"As promised, four dozen factory-new laser lances. Ether-point energy module, antennae focus emitter. It's good for 35 minutes of continuous fire at point-six terrawatts. Is that good?"

Kevin pointed a lance at an empty crate and blasted out the energy towards an empty crate and blasted out, causing the crate to melt for a few seconds before it exploded.

"Those lances are Level V technology! Planet Earth only has Level II!" Labrid gasped as the team suited up, except for the twins, who were still trying to figure the watches out.

Matter Girl's new suit showed off her absolutely buff figure, including her six pack and biceps since her shirt was now sleeveless and had her silver studded combat boots in place and black fingerless gloves and her black mask with silver framing was in place on her face as she glared.

"What happened to the whisper?" Ben asked.

The Omni-Team, led by Labrid, slid down the slope to confront the workers as they crated the lances into the other truck.

"Hands above your heads, air breathers!" Labrid shouted, holding up his badge. "By authority of the Plumbers, you're all busted!"

The workers, removed their masks, revealing them to be the same kind of aliens that Ben and Jen had fought before.

"Ugh, so creepy," Lucky Girl said, mimicking her sister's words.

"I know, right?" Ben asked as they backed up and Labrid aimed his blaster at the group.

"Back away!"

He blasted away at the ground, creating a wall of flames that blocked the team, causing the aliens to walk away in fear.

"Now what?" Huntress asked.

"You two stand off."

"Um, I don't think so," Ben glared.

"The other guys are behind us..." Jen said as they turned around to see the Forever Knights kick their cloaks off and put on their silver helmets and glared at our heroes as they brought out their laser lances and aimed at the group.

They turned around to see the aliens behind them approach.

"We are toast," Matter Girl deadpanned.

"No we're not," Ben said as he and Jen activated the cores.

"I've been waiting a long time to say this again: IT'S HERO TIME!" Ben and Jen shouted as they slammed the cores down... only for nothing to happen. The watches just glowed blue in the center and they gulped in fear.

"This is not happening," Jen said.

"Ben!" Lucky Girl groaned.

"Watch!" Ben groaned back in the same tone.

The aliens and Forever Knights approached with them and Lucky Girls' eyes and tattoos glowed white as Matter Girl prepared her scythe arms and she glared towards the creatures as Huntress aimed her bow outwards and Labrid aimed his blaster.

"Guys, seriously," Matter Girl said.

"Working on it!" Jen shouted. "This is a really bad time for a reboot."

"We've got nothing," Ben said, his and his sister's watches not responding to anything.

"Luckily, we do," Huntress said as she aimed an arrow outwards that nailed a creature in the chest as her sister blasted her energy blasts outwards, blasting the knights away.

Labrid blasted at the alien creatures that approached him as Matter Girl ran in and nailed them with hammer arms as she clanged them together.

"Alright, who's next?!"

The Knights fired their laser lances as Jen and Lucky Girl quickly blocked the blasts with their force fields that kept on shattering no matter how many were put up.

An alien suddenly popped up behind Ben and he ran away, grabbing Jen's arm as they broke off into a run and left the others behind.

"Oh sure. Run away like cowards! Very heroic!" Matter Girl shouted sarcastically.

Suddenly an alien popped up behind her and hocked up some kind of green slime that stuck to her skin and cocooned her where she stood.

"Of course."

The same happened to Labrid and the heroine sisters as they were stuck to the ground in front of them.

Ben and Jen ran across the warehouse area and avoided the slime blasts as Jen sent out her pink energy blasts after him, missing each time and Jen flipped over a box with her brother as the alien ran after them.

The alien looked around for the hidden twins before he was suddenly pinned under some girders and Ben clapped his hands off.

"Oops," he said, sarcasm evident in his voice.

Ben and Jen looked to see Lucky Girl and Huntress get slimed by the aliens as the Forever Knights blew through Lucky Girl's force fields.

"Come on! Work already!" Jen said.

The Omnitrixes then let out a beeping sound and suddenly glowed green and pink before they shrunk down to more of a wristwatch size and were completely green and pink with a smaller ring and the Omnitrix symbols rested on the faceplates.

"Okay, that's a new one," Ben said as they looked at where the buttons rested and pressed the familiar one and were suddenly coated in their Omni-Suits, now adjusted to fit their more mature figures, specifically Jen's breasts as they looked through the visors as Ben generated a sword from his gauntlet and blasted out a green energy blast from his wrists. "Glad to see some things never change."

They adjusted the faceplates, that now showed holograms of ten new alien forms for each of them.

"I don't recognize any of these guys, bro," Jen said. "Although under the circumstances, this one looks pretty good!"

They both slammed the Omnitrixes down and were both encapsulated in a sphere of green and pink energy as they both hunched over as their orms shifted. Ben's skeletal structure morphed to fit his specific form as chlorophyll filled his veins instead of blood and his body grew more plant like and he grew orange frills on his sides and had a flame like flame-like head. The green Omnitrix symbol rested on his chest.

Jen was a fox-like alien with red-orange fur down to white ends of her front paw-hands and bottom paws. She had a long bushy tail that ended in a white tip, giving it a flame design that wagged with every movement. She had pointy fox ears at the top of her head and a long fox muzzle. She wore a pink leotard-like suit with the pink Omnitrix on her chest.

"Swampfire!" Ben shouted in a nasally voice.

"Firefox!" Jen shouted in a light Australian accent.

"Ew, what's that smell?" Swampfire asked before he sniffed his armpit and Firefox groaned, her tail wrapping around her leg.

"P.U., bro. I think that's you," she said, tapping her paw on the ground.

"Whatever," Swampfire said as he and Firefox ran into the battle to see the aliens surrounding their allies.

"Get away from our friends, buggers!" Firefox shouted as she gave a strong right hook to one as her brother gave a hard kick to another with his vine-like foot.

She then ran in and unsheathed her sharp black claws, running out to her friends, slicing through the slime on each of them before shaking it off.

"Thanks, Jen," Huntress said.

"It's Firefox."

The aliens panicked and ran for the truck, quickly filing into it and trying to drive off before Swampfire grabbed a girder with his intense strength and slammed it into the truck, sending it crashing onto its side.

"I forgot how much fun this was," Swampfire said.

"I know, right?" Firefox asked as some lasers blasted through Swampfire's form and passed through him.

"Hey! Cut it out! That tickles!"

The others were shocked as everything passed through the plant alien's body.

The Forever Knights kept up the onslaught of lasers that kept on passing through Swampfire. He took off to run and a laser suddenly took his arm off.

"Hey!"

"Ben!" Matter Girl gasped.

Suddenly, a vine shot out of the severed arm and reattached itself to his socket as the plant growth sealed up.

"You guys are in _so _much trouble!" Firefox grinned as she and her brother set off and wrecked the knights with their intense strength as Firefox generated two flames from her palms and blasted them out towards a knight, sending him flying back into a crate that fell down on top of him.

Once all the knights were taken care of, Kevin suddenly jumped in and faced the twins with a smile.

"Hey, Tennysons!"

"What do you want, Kevin?" Swampfire asked.

"Let's see. You two trapped me in the Null Void for all those years."

"You did that to yourself, mate," Firefox said. "You earned it."

"And you ruined my deal today. I'm thinking I want some revenge."

He then knelt down to the train tracks and absorbed the metal, coating his entire body.

"I've been practicing and I'm almost at my big sis' level when it comes to my powers. Since I can absorb anything, I've got more than enough power to take it."

"Aw, our little Kevin is all grown up!" Swampfire mocked.

Kevin growled and ran forwards, burying his fist in Swampfire's stomach, only to break through and the male twin glare and slammed him in the head with both of his hands as Firefox ran up and slammed him in the head with her tail into the crates and he groaned.

As this was happening, the group witnessed the aliens and Forever Knights loading the last of the lances into the red truck and also walked away with money.

Kevin lifted up the crate with his immense strength and shouted out as he tossed it on top of Swampfire, flattening him as he smirked.

"And that's what happens when you mess with me!"

Firefox stood back, tapping her paw as she enveloped her hands in flame and stepped towards the Osmosian.

"What's the matter? Not upset that I crushed your brother?"

"Not really, mate," Firefox said as vines suddenly grew from the ground around Kevin and they shifted around to form Swampfire.

"Hey, what?"

"Peek-a-boo!" Swampfire said as he dual punched Kevin in the face before Firefox dealt two flaming punches to the gut and then spun around and knocked him back with her powerful tail.

Kevin tried using the last of his strength to pick up a large train car and he tried to throw it at the heroes, but they both shot out two flame jets at it that caused it to explode. He was blown back and then fell unconscious as his armor dissolved around him.

* * *

Kevin came to a few minutes later as his eyes shifted to his old enemies, his sister and the Plumber in front of him as the Omnitrixes timed out and Ben and Jen deactivated their Omni-Suits.

"Hey, bro. How was the Null Void?" Allison asked, crossing her muscular arms.

"Hi, Ally," Kevin said, rubbing his head. "Been keeping yourself healthy the past five years, eh?"

"I could say the same aobut you."

He then looked down and noticed that his hands were bound by energy cuffs empowered by Jen and Gwen's magic.

"Energy cuffs. You can't escape," Labrid explained. "There's nothing there to absorb."

"They used me as a test subject to make sure that I couldn't escape them, which means neither can you."

Jen turned to Gwen and pointed at her hair. "You've still got some of that stuff in your hair."

Gwen looked at her right side and saw nothing wrong.

"Other side," Kevin explained.

Gwen felt her hair then and groaned at the green slime that was still on it.

"Man, I need a shower when we get home."

"It's time that we had a talk, sister to brother," Allison said as she sat down beside him. "Ever since Dad died, I promised that I would take care of you. I don't care how many times we had to stop you in the past. You're my brother and nothing will ever change that. So you can hate me and my friends all you want, but it doesn't mean that I love you any less. I'll always love you because you're my own flesh and blood."

"...I love you too," Kevin admitted with a sigh.

"Now onto more serious matters," Labrid said, showing a laser lance. "These weapons run on ether point energy cells, a dangerous technology way too advanced for humans. They shouldn't even _be_ on this planet at all."

"So, how is that my problem?" Kevin asked as Becky pointed her spear at him just to threaten him.

"While we were fighting, the Forever Knights got away with a crate full of those lances. You set up the deal with them, you're the one responsible for this, Kevin."

"And as such, you're going to tell me where they are," Labrid said.

"Kevin," Allison said, putting a hand on her younger brother's shoulder. "Tons of innocent people could get hurt. I know that you don't want that on your conscience."

Kevin's expression softened as Gwen nodded to him.

"Please help us. Just this once," Gwen begged. "Then, we'll never bother you again."

"You're in a lot of trouble, son. I'm giving you a chance to help yourself here."

"You don't have to convince me," Kevin smiled, standing up. "Those guys ran off before I got paid. I'm happy to help find those deadbeats."

Allison smiled and hugged her brother, seemingly out of character for someone with such a rough exterior as her.

"Thanks, Kevin. I knew there was good in you."

She turned to Labrid.

"From here on out, he's my responsibility as his older sister. I'm the only family he's got right now."

"Very well."

* * *

Later, Kevin was driving his car with Gwen in the front seat, the twins, Becky and Labrid stuffed into the back and Allison driving her motorcycle side-by-side with him. Kevin was tracking the Knight's castle on his GPS.

"Still think I should drive," Labrid said.

"Nobody drives the car but me and that's final!"

"You were telling us about the aliens, Labrid," Becky said. "When I was in the Null Void, I never encountered anything like them."

"I don't know anything about the ones we fought today. I've never met that kind before."

Ben and Jen, meanwhile, scrolled through their new catalog of aliens in their Omnitrixes.

"They're not in here either. Not that we know how to work these things anymore," Jen said.

"Maybe after you get your license, Jenny," Kevin smirked.

"Who won our fight again? Oh, that's right. Us!" Ben said.

"There's been a lot of alien activity on Earth lately. Don't know why," Labrid said. "Your grandfather thought that whatever was causing the weapons deal was going to lead us to whatever was causing the interest. Now he's missing."

"Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad," Gwen suggested as Jen sat back in her chair. "It's a wonder that all that weird food didn't kill him."

"He's not dead!" Jen shouted out in anger. "Stop making jokes about him!"

Allison and Kevin both pulled the car over onto the dirt road and Kevin glared at Ben.

"Don't talk to her like that. She's your cousin!" Kevin threatened.

"We'll talk to her any way we-"

He stopped. Both he and his sister bowed their heads with a sigh.

"You're right, Kevin," Jen said. "Sorry, Gwen."

"I know you're worried about Grandpa," Gwen said, laying a hand on her cousin's lap.

"We all are," Allison confirmed from outside.

"I just wish he was here," Ben said. "He would know what to do. He always knows what to do."

"Well he ain't," Labrid said. "You two are the ones with the Omnitrixes. You're going to have to figure out how to get things done on your own."

Kevin and Allison restarted their vehicles and continued driving onto the back road and arrived at the castle, Allison removing her helmet and putting the kickstand down on her bike.

"We're here," Kevin said.

"Subtle," Ben chuckled. "Nobody would think to look for knights in here."

"_You _didn't," Kevin said as Allison chuckled.

"How do we get in?" Labrid asked.

"Gwen, Jen, do your thing," Becky said.

Gwen and Jen stood in front of the drawbridge and then shot out their energy beams that grabbed the drawbridge and lowered it down to their level so they could cross the moat.

Gwen's Fire Charm tattoo glowed and she lit up a fireball as Jen lit up a light and shined on the dark castle as the team walked in, uncertain.

"There's no one here," Allison said. "You sure this is the right place, bro?"

"There's a hidden door. Keep looking," Kevin said.

He looked over to see some jewels on a stand and he started putting them into his pocket before Jen cleared her throat and tapped her foot, unhappy.

"Maybe you should've brought a shopping cart, Kev'" she said.

Ben looked around at a knight's armor on a rack.

"I don't like this."

He then gasped when he backed into another set of armor and he jumped back at it fell to the ground all around him.

"Ben, be quiet!" Gwen shout-whispered to him.

"Sorry, guess I'm just a little-"

He stopped when he saw the other's faces and his jaw dropped as he saw a giant dragon creature looming before him and his team and growled at them.

"-paranoid!"

The team then suited up, ready for battle.

* * *

**To be continued...**


	2. Ben and Jen 10 Return: Part 2

Our heroes ran away from the giant dragon as it chomped down on them and Lucky Girl blasted a fire blast at it from her hands and dodged with a hand flip and landed squarely on her feet.

They ran into the foyer as the Omni-Twins blasted out Omni-Energy from their suit's blasters with a shout of effort as they gulped and saw the Forever Knights assemble and blast their laser laces towards them.

"Nobody move! Hands on your head!"

Kevin absorb the stone from the wall and coated his arms in it as his sister ran forwards and absorbed a small amount of energy from the lances, just enough.

"Make us!" Matter Girl said.

Kevin then grabbed the floor and lifted it up with his immense strength before he slammed it back down, sending a shockwave out which knocked those nasty knights off their feet and sprawling to the floor.

"Nice one," Huntress admitted as they dodged the fire from the lances and blasted out with her arrows, sending them flying backwards and sticking to the wall by the capes.

Lucky Girl and the twins generated a pink and green force field from the Omnitrixes, blocking the blasts before the girls' shields shattered before they brought up another one.

Labrid blasted out with his blaster as the twins blasted out their Omni-energy blasts from their wrists, knocking a few of the knights down as they looked to behind them and saw the dragon approach through the wall with a roar.

"Oh man," Omni-Green said. "Time to transform."

"You know it."

The twins adjusted the Omnitrix dials and slammed down the cores to transform into a new form each.

Ben was a small, white alien whose body is a living amplifier. He had square appendage resembling an MP3 player behind his back with a port on it - decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He had circle-shaped indents on the back of his hands which are green. The inside of his mouth is green with lines that give it the appearance of an amplifier and he had the Omnitrix symbol on his chest.

Jen was a grey bat with large bat ears on her head and large bat wings growing from her back. She wore a pink headband around her head and wore a pink ninja _gi _with a black utility belt with the pink Omnitrix symbol around her waist. Her fingers had short black claws growing from them and she had two swords strapped in sheaths attached to her belt. But most intriguing was her misty pink eyes, indicating she was completely blind.

_"Echo Echo!_" Ben shouted in a robotic tone as he duplicated himself into several copies, faster than Ditto ever did.

"Kung Fang!" Jen shouted as she unsheathed her swords and flew forwards, avoiding the fire breath and hitting out as she looked on.

"What are you going to do, Jen?" Huntress asked as she dodged the blasts with her spear. "You're a Chiropterran, a species that's naturally blind. You can't see!"

"I don't need to see them to beat them," Kung Fang said as she opened her mouth and let out a supersonic sonar that allowed her to know where everything in the room stood.

_"Got him!"_

_"Got him!"_

_"Got him!" _The Echo Echoes all shouted as they tackled the dragon and brought him down as Kung Fang raced through the field, slicing through their lances and shouting out before backflipping and nailing them with a kick to the head each.

Matter Girl held two of the knights in her hands as she absorbed the metal from their armor.

"Oh, you're not gonna-"

"Yeah. I am."

She then bashed the two's heads together as she and her brother joined up and slammed into the knights with their powerful strength as Huntress disarmed them all with her long spear before she found herself surrounded.

"Ten against one? It hardly seems fair... for you."

She then stabbed her spear into the ground, vaulted herself onto it with her strength and gave out rapid kicks that knocked the knights back as she flipped off, taking her spear and slamming into the enemies with a sadistic smile.

A knight aimed a laser lance at her head as Lucky Girl gasped and Labrid did a dive for her, blasting out with his own lance.

"Becky!"

He got in her way and blasted the knight, damaging his lance. He then picked up the sparking weapon and aimed it at the heroes as Labrid gasped.

"Don't do it! It's busted!"

He then tried to fire only to get vaporized a second later in a huge implosion.

"Hit the dirt!" Labrid gasped, grabbing the kids and avoiding the implosion that created a large crater where the lance once stood.

Lucky Girl gasped as the empty helmet clattered by them and Labrid glanced at the stunned kids.

"And _that_ is why Level V technology is illegal on Earth. Humans aren't ready for it yet."

"I owe you one," Kevin told Labrid.

"We all do," Matter Girl said.

"Yeah, you do."

They rejoined the battle as Lucky Girl levitated the discarded lances over herself with her Telekinesis Charm and blasted them all out so they would fire directly into the nasty knights before she flipped over one with her energy platforms and she knocked one in the head into another one.

She then grabbed one in her grip and tossed him into several others and blasted out her energy rays, knocking all of the knights in her corner out as she smirked and flipped her long hair.

_"Got him! Got him! Got him!"_ Echo Echo said before the dragon shook them all off of him and into the wall. _"Don't got him! Oof!"_

The Echo Echos all hit the floor and then inhaled before letting out a huge sonic scream all around the dragon, sending him roaring out in pain and they held their heads and Kung Fang flew by and let out her own sonic screech that completely caused the dragon to spark out electricity and completely fall apart.

Everyone held their ears from the onslaught of noise that came out as the dragon exploded, parts going everywhere and he fell apart.

The Echo Echos melded back to one and Kung Fang posed before sheathing her katanas gracefully as Kevin approached them.

"You guys could warn somebody before you do that."

"Okay," Kung Fang said.

"Seriously," Huntress said as the heroes deactivated their suits. "We've got ear plugs in our purses."

_"Fine." _Echo Echo said.

Labrid, Lucky Girl and Matter Girl tossed the laser lances into a pig pile on the ground.

"That's all of them," Labrid said. "Do your thing."

The twins stepped forward and inhaled, prompting everybody to cover their ears. They then let out their sonic screeches and the lances completely imploded into a pile of dust.

"That takes care of that," Lucky Girl said, dusting her hands off.

That was when Kung Fang saw water dripping down from Labrid's suit and evaporating into steam instantly, causing her to grow concerned.

"Hey, are you okay? There's-"

That was when the Omnitrixes timed out and the twins transformed back in the Omni-Suits.

"-water coming out of your suit."

Labrid felt the wound in his suit and groaned out in pain. "That's not water."

He groaned and laid down on the ground as Ben and Jen walked over to help him.

"Are you alright, man?" Allison asked.

"Ben, Jen, listen to me."

"I've got a tire patch in the car. Maybe we could-"

"There's no time for that, Kevin. There's nothing anyone can do."

"Labrid, let us help you," Becky said.

Labrid began to shrivel up from the lack of fluid in his suit and he looked up to the twins.

"If you want to help me, complete the mission. You have to find out where the Level V tech is coming from."

"We will," Jen promised.

"If only it were that simple kid. That's just the tip of the iceberg. Your grandfather was on the trail of something big..." he groaned weakly. "An alien conspiracy with Earth in the middle... He was working undercover. If the two of you can crack this case, then maybe you can find Max and save your planet, possibly the universe."

"We can't do it without Grandpa," Ben said. "We don't know how."

"You are the legendary Ben and Jen Tennyson, the Omni-Twins... you can do anything..."

At that point, Labrid completely evaporated into steam and his Plumber suit fell to the ground, empty.

"No," Becky said as she buried her face into her sister's chest with a sob as Gwen sighed and hugged her back and the Levins also bowed their heads in respect.

"Guys, we're gonna need some help," Ben said.

"You know we're here for you guys," Gwen said.

"Me too," Allison said, punching at the air.

"Kevin," Jen said, putting a hand on her old enemy's shoulder. "There's no money in this, but please."

Kevin then leaned down and took Labrid's Plumber's badge and pocketed it. "I'm in."

"Thank you."

* * *

Later, Ben, Kevin and Becky were sitting in Kevin's car while Allison sat on her motorcycle seat and they looked to Gwen and Jen as they meditated, levitating in the air as they held hands and had a laser lance levitating between them as they focused.

"Are you guys sure this is going to work?" Becky called.

"No!" Gwen said. "We've never done this before!"

"But in theory," Jen began. "We might be able to trace the vibrations from this laser lane back to the people who used to own it."

The cousins focused as the lance began to spin from their magic as their eyes glowed pink.

"I thought we wrecked all those things," Ben said.

"I kept one as a souvenir," Kevin said. "Lucky, huh?"

"Normally, I would scold you for keeping something that dangerous, bro," Allison said from outside the window. "But in this case, we need this thing, so I'm kind of glad you did."

"Thanks, sis," Kevin said.

Suddenly, the lance glowed pink and pointed in a certain direction and the sorceresses separated as Jen smiled.

"I think it's working."

"Follow us," Gwen said as the lance began to move towards the area.

The Levins began to drive forwards, following the girls.

"I'll follow you anywhere," Kevin whispered.

Becky raised her eyebrow from the backseat, intrigued.

"Does he have a crush on my sister?" she asked herself.

The girls then led the team into a ditch that Kevin hit his brakes at with a gasp.

"Except there! Come on, girls! This is a new paint job!"

"Get over it, bro," Allison said, treading through the ditch carefully. "It's no picnic for me either."

* * *

The team got out of the car and Allison got off her motorcycle to see two guards standing by at a mine shaft.

"The big bad threat here is taking place at a mine shaft?" Ben asked.

"I'm afraid so," Gwen said. "This is where the lance led us to."

"Okay," Becky said as everyone suited up. "We have to get past the-"

They heard a groaning and two bodies hitting the floor as Kevin and Matter Girl stood over the guards.

"You hit him and his partner too hard!" Omni-Pink scolded.

"Not _him_, Jenny," Kevin said as he reached for one and pulled the face off, revealing it to be a mask that covered his true identity of one of the aliens from the trainyard. "_It."_

"It's one of the masks the aliens at the train station were wearing," Huntress said, examining the mask.

"Take the other one too," Lucky Girl said as Matter Girl pulled off his partner's mask and they went down into the mine shaft elevator.

"We're getting closer," Omni-Green said. "I can feel it."

He pressed the green button on the elevator and the team moved down into the lower depths of the mines as they looked to each other nervously.

"Ready for this?" Matter Girl asked Omni-Pink as she nodded.

"Born ready."

"Not much to see down here," Kevin said as they looked along the rocky walls.

They looked out and gasped as sister turned to brother.

"Don't think so, little bro?"

"Ugh, that is sick," Huntress said as they looked to see a large space craft in the mines looming over every one of the aliens as they carted a ton of rocks into it.

"This place is crawling with those things," Lucky Girl said. "We'll never get past them."

"We've got to," Omni-Green said. "How do these things work again?"

He and his sister held up the masks from the guards and Kevin looked to them.

"Photonic displacement. You can set it to make you look like whatever or whoever you want."

"Got it," Omni-Pink said as the Omni-Twins pressed the masks to their faces, morphing their bodies to look like the aliens in the mines.

"How do we look?"

"About the same. Maybe a little taller," Kevin shrugged.

"Thanks," Omni-Pink said sarcastically. "Girls love hearing that."

"I kid, I kid."

Lucky Girl and Huntress came by with an empty hovering mine cart.

"Get in," Huntress said.

"Why?" Matter Girl asked.

"We're their prisoners," Lucky Girl said. "Kind of."

The non-disguised heroes all filed into the cart and the twins took it and started pushing it up to the mother ship, drawing no attention from any of the aliens around them.

"It's working," Omni-Green said. "Don't make a sound."

"What is that stuff they're carrying?" Huntress asked as they stopped moving.

"End of the line. Everybody out," Omni-Pink said as they took the masks off once everyone was out and Kevin dusted himself off along with the girls.

"Okay. That worked," he said, bundling up from the temperatures of the inside of the ship. "Ugh. Why is it so freezing in here?"

"Maybe these things need extremely cold temperatures to survive?" Lucky Girl suggested. "What do we do now?"

"We find Grandpa," Omni-Green said. "Jen, you're better with your energy powers than Gwen is. See if you can find out where Grandpa is. It is cold though."

"Okay," Omni-Pink said as she put a hand to her temple and her eyes glowed pink as she reached into her mind's eye, sending out a telepathic signal all throughout the mothership, checking in every room... and she found nada. "I'm sorry Ben. Grandpa was here before, maybe a couple of weeks ago. But he's not here now."

"Now what do we do?" Matter Girl asked. "We're getting out of here, right? We were sent on a wild goose chase."

"Maybe not," Huntress said.

"We're not leaving yet," Omni-Green said. "I have a story to tell you."

"Ooh, my favorite," Omni-Pink said, rubbing her hands.

"When me and Jen were little about 7 years old, Grandpa Max taught me to ride my bike. He ran alongside me, holding me along while I pedaled. By the time I realized he let go, I'd already been riding by myself for a long time. He was so proud of me and we have to make him proud today."

"Wow," Huntress said. "I wish that I was around for him to treat me like that."

"Training wheels off guys," Omni-Pink said. "We have to finish the mission. It's what Grandpa Max and Labrid would've wanted."

* * *

The kids moved into the center of the ship, seeing a red gelatinous mass inside of a capsule hanging from the ceiling in the center of the room.

"Never took these guys for lava lamp people," Kevin said as they moved forwards, looking for a secret room.

"What's here?" Lucky Girl asked as Matter Girl looked over and spied what looked like a metal door.

She then absorbed the metal from the door into the arm and then smashed it in with her powerful strength and everyone looked inside to see rows and rows of laser lances.

"Laser lances," Omni-Green said.

"You two were right," Huntress said. "This is where they came from."

Lucky Girl's hands glowed with energy and the Omni-Twins activated their blasters that grew from their suit's gauntlets. They each blasted away with energy blasts that destroyed the lances and sent them scattering into millions of pieces.

"Why don't you be a little louder?" Matter Girl whisper-yelled.

"No big deal," Kevin said. "We'll be out of here before they even-"

They heard a squelching sound and looked to see the aliens swarming down from above and start to surround them and the team readied for battle, the twins growing their energy swords from their wrists.

"You were saying?" Omni-Pink scolded.

The aliens gave out slime blasts that Lucky Girl and Omni-Pink blocked with their force fields, blocking everything that came at them.

"Uh, guys?" Lucky Girl asked. "How about we fight them instead of each other."

"Right," her cousin said as he and his sister activated the Omnitrixes and slammed the cores down.

They were enveloped in a pink and green energy sphere as their forms started to shift and change. Their skeletons expanded and grew as they grew long tails with a heavy black weight on the end. Their bodies were covered in thick brown-orange scales and Jen's had more of a figure with her breastbones visible beneath her underbelly scales.

"Humungousaur!" Ben shouted.

"Titanosaurus!" Jen shouted as they both glared towards the aliens. "Ready?"

"Oh yeah!"

"Hey, guys?" Lucky Girl smirked as she rose herself up on an energy platform. "Guess what time it is?"

"It's Hero Time!" Huntress said as she slammed a ton of aliens with her spear and kicked out with her powerful legs.

Humungosaur jumped up and did a body slam, wuch sent a ton of aliens flying while Titanosaurus flew outwards and punched outwards and kicked with a huge flat foot that sen tan alien flying back, denting the ship.

Kevin absorbed some of the metal from the floor to his arms as he glared.

"Be sure to leave some of them for me!" he said. "Those guys tricked me out of a great payday!"

His sister shot her head to him in a scolding gesture and he immediately looked nervous as she morphed her arms into hammers.

"Also because they're evil and we're against that."

"Good boy."

Kevin ran forwards, bashing the aliens in with his metal arms while his sister smashed them over the head with her hammer arms, sending them flying backwards and into the floor.

Lucky Girl blasted out with her energy blasts, sending everyone flying as she smashed her into the aliens and her sister fired arrow after arrow after them, before slicing upwards with her machete, knocking them out.

Titanosaurus roared, sending out her spiked tail to send a row of them outwards as the creatures flew outwards and pushed her down to the ground and slimed her wrist to the ground.

"You did _not_ just do that!" she said before she moved up and lifted upwards, sending the aliens off of her before she roared outwards, bringing a piece of the floor up with her and roared outwards.

Humungousaur charged forwards, knocking tons of aliens down with his immense strength and powerful tail.

This continued as Lucky Girl levitated tons of debris up with her telekinesis and sent them flying outwards and into the aliens, causing them and fly outwards.

Matter Girl held two aliens in her grasp before she bashed them, knocking them unconscious as Huntress ran forwards and kicked the last one down, piling everyone into a large pile.

"That's the last of them," she said, dusting her hands off.

"We kicked major alien butt!" Kevin said as he and his sister high-fived.

"How I've missed that feeling," Matter Girl smiled as she chuckled.

"Don't hold your breath, guys," Humungousaur said. "There could be hundreds of these guys in here."

"We destroyed the weapons," Lucky Girl said. "Why not just leave now?"

"Good call," Titanosaurus said. "Let's-"

"Uh... guys?" Huntress asked as she looked forwards and Humungousaur's jaw dropped.

"Oh. Man."

"What are you disgusting creatures doing on my ship?!" the white and purple alien from the intro asked.

"Uh... disgusting? Really?" Matter Girl asked.

"I do not repeat myself to lower life forms. What are you doing on my ship?!"

"Did you just call me a lower life form?" Kevin asked.

"Yeah. I'm pretty sure he did," Titanosaurus said with a glare.

"And while he may have a point, it's rude to say so," Lucky Girl said.

Kevin rolled his eyes at her as they glared.

"You vermin would dare mock a Highbreed commander?!"

"I'd mock anybody who uses the word 'mock,'" Humungousaur said.

Kevin ran forwards with metal coating his arms... only to get knocked aside with a jab from the Highbreed and he was sent flying into the wall as Matter Girl gasped.

"Kevin!" she said to her little brother.

Lucky Girl shot out and wrapped her energy grip around the Highbreed's arm, only for him to yank her forwards and into Kevin.

"Gwen!" Huntress shouted to her sister as said sorceress wrapped energy cuffs around the Highbreed's arms. "Did he hurt you?"

"No," Lucky Girl said.

"Well we're gonna hurt him!" Matter Girl said, baring her hammer arms forwards, only for the twins to block him.

"No," Titanosaurus said. "He's too strong. You four don't stand a chance. But we do."

"We'll hold him off. You guys get out of here!" Humungousaur said.

"We're not leaving you two to fight that thing by yourselves."

"No. We're not arguing about this. Kevin, Ally, take them away!"

"You heard them!" Matter Girl said as she and her brother grabbed the two sisters and led them away as she hoisted Huntress over her shoulder as she pounded down on her back.

"Let us go!"

"We'll be happy to let you go. After we get off the ship!" Kevin said.

"Maggots! You would dare face me alone?"

"Oh, we dare alright," Titanousaurus said as the Highbreed broke free of the energy cuffs and slammed her in the face.

"Vermin!"

She was sent flying backwards as the Highbreed punched downwards, only to be caught by Humungousaur, who he caught and slammed into the floor.

"Filthy creatures. Hold still!"

"And why would we do that?" the female twin asked.

The Highbreed grabbed the female dinosaur alien's tail and slammed her into the walls several times, smashing her against the ground and into her brother as they were both sent flying backwards.

"You and your group have ruined everything! By discovering this location, you have set us back months!"

He grabbed Humungousaur's tail and sent him flying into the computer, causing it to spark outwards.

Humungousaur groaned in pain as the Highbreed grabbed Titanosaurus and slammed her into the wall next to her brother as he glared.

"Inferior scum! Because of you, I will have to move my ship, find a new hiding place and have to sterilze the area!"

"Define sterilize?" Humungousaur asked weakly.

"Destroy all life within five miles of here. No witnesses will live to tell the tale."

"You can't!" Titanosaurus gasped as the Highbreed grasped her throat, causing her to choke out weakly.

"I can and I _will!" _

"Let her go!" Humungousaur shouted as he ran forwards and slammed the Highbreed as his sister bit down on his hand, causing him to recoil and let her go.

"You filthy vermin! You've infected me!"

He then grabbed the both of them by their tails and yanked outwards to one of the holes in the mothership.

"Get off my ship!"

He then tossed them out by their tails and they were sent screaming before they were caught in a pink grip as Lucky Girl lowered the two dinosaurs down to the grounds of the mines.

"Yeah, you guys sure showed him," Kevin smirked to the twins as they glared at him.

"He's going to destroy Bellwood!" Titanosaurus gasped, shooting up.

"How?" Huntress asked.

"We don't know," Humungousaur gasped. "But he's going to do it now. Unless we stop him."

They looked upwards and saw the ship start to take off, releasing steam from all its pockets as it started to rise in the air, the red lights on the outside glowing brighter.

The engines burst out a plume of fire that Lucky Girl blocked with her powerful force field and they watched, helpless, as the ship shot up out of the mines.

As the fire cleared, the twins shouted out in fury as their bodies suddenly increased in size and they began to grow several spines and ridges along their backs and tails as they ran forwards with a shout.

"You've got yourself a big problem, bub!" Humungousaur shouted.

"Make that two!"

The ship burst out of the mine shaft with the twins hanging on for dear life on the tail fin as the booster stopped firing.

Inside at the controls the aliens were at the controls as the generator in the center of the room sparked out energy.

The twins looked down from their perch to see the town of Bellwood below them as Titanosaurus gasped in horror.

"No," she said, fear evident in her voice.

She held onto the fins for dear life as the aliens targeted the town from inside, lowering the red generator down into a plug of some sort in the center of the ship, powering up the weapons systems.

They looked down to see what was once the ship's rocket thruster put down to more, focusing like some sort of cannon.

"Oh man," Humungousaur sighed.

The cannon then shot down a red laser beam that shot into the ground, slicing downwards, setting off to destroy the entire town and everyone in it.

"No! We're not going to let this happen!"

Everyone looked down from above and saw what was happening as they saw the two dinosaurs run in and slam their fists into the rocket and dent two huge holes in it before ripping the wires out and stop the laser cannon's fire, just as before it struck the hospital.

The civilians down below all erupted into applause as they immediately knew what the two dinosaurs below were doing with a cheer.

"The Omni-Twins have returned! And they've got new aliens too!"

"Are they here to stay for real this time?!"

"Let's hope so!"

Lucky Girl led her companions along with energy platforms as they looked upwards to see the ship flying overhead as the twins began to lose their grip on the fin.

"Come on. Come on!" Titanosaurus shouted as she and her brother lost their grip and fell downwards to the desert floor.

"Oh come on!" Humungousaur shouted as they both crashed into the desert ground, creating a crater as they morphed back to human form in their Omni-Suits as Jen groaned in pain as she and her brother deactivated the suits.

"Okay. There's something else I never want to do again."

They looked up to see the ship crash into the side of the rocky hill, where it exploded, killing anything inside, including the Highbreed.

"Argh," Jen said as she felt her knee and groaned as she looked down to see that it was still skinned.

"Okay, there is a downside to these new Omnitrixes," Ben said as she tried to work her healing magic on it as she held her glowing hands to it.

"Yeah. Apparently wherever injuries we take in alien form linger on us in human form," Jen winced.

That was when they looked up to see Gwen, Becky, Allison and Kevin move in towards them in the giant crater next to the ship's flaming wreckage.

"How did you guys find us?" Ben asked.

"Oh, we just looked for the biggest trench that you made with your big faces," Allison laughed as she jabbed Jen's shoulder.

"You guys okay?" Gwen asked, concerned as the twins stood up.

"I think so," Jen said.

"Titanosaurus skinned her knee in the crash. And it was still skinned when she turned back," Ben said. "That's a problem. We get fried in alien form, we stay fried."

"What do we do now?" Kevin asked, crossing his arms.

"This isn't over," Becky said.

"Not by a long shot," Jen said. "We're going to keep looking for clues on this alien conspiracy. We still have to find Grandpa Max."

"And the best way to do that is to solve the case he was working on," Ben said.

"Easy as pie," Gwen smirked. "Anybody know how to make a pie?"

"I do," Allison said.

Jen walked up to Kevin and cleared her throat.

"Listen, Kevin, about five years ago."

"No hard feelings," he said, jabbing her in the shoulder.

"We've had our problems five years ago, Kevin. But I just want to say thanks," Ben said. "We couldn't have made this happen without you."

Ben stuck out his hand to shake only for Kevin to glare at him.

"Nice try. We're not even close to being square, Benji. You guys _still_ won't make it without me."

Jen's eyes widened as Ben lowered his hand.

"Kevin Levin," Allison gasped as she raised her eyebrow. "Are you saying that you want to help us? To join the Omni-Team?"

"I'm saying that I made a respected Plumber a promise. I'm seeing this through to the end."

"Then you can shake hands, right?" Jen asked as she and Ben laid their hands on top of each other.

Gwen and Becky then followed suit, laying their hands on top of the twins, followed by Allison as she smiled and all eyes turned to the last teen there.

Kevin rolled his eyes and laid his hand on top of the others, completing the Omni-Team once again.

"It's Hero Time," Ben said.

"Now, you're staying at my apartment," Allison said. "We need to give you guys someplace to live. Oh, and I need to tell you guys that I'm gonna to be gone next week."

"You're going out?" Becky asked.

"Just for a week. I work a couple of jobs when I'm not a superhero. I'm a chef, but I'm also a professional fighter. Remember that wrestling tournament we were in five years ago? That inspired me to get into the sport for real."

"Where will you be?" Gwen asked, raising an eyebrow.

"I've got a kickboxing fight in Paris next week against this girl named Nora Cesaire. Hopefully I won't run into the Miraculous Team when I'm there."

"If you do, say hi to Ladybug for me," Jen said as everyone laughed.

* * *

Meanwhile, back in the Highbreed communication center (at least I think that's what it is), one of the aliens stepped forwards and bowed before the Highbreed leader.

_"You may speak to me, half-breed vermin."_

"The news isn't good. Max Tennyson continues to evade us."

_"This is unacceptable, insect."_

"If I may, Master, the bad news doesn't stop there... A supply ship was destroyed in an altercation with Ben and Jen Tennyson. Master, witnesses say... they have the Omnitrixes."

_"The Omni-Twins are back? Well they have no idea what they're up against this time. No idea at all."_

The camera panned up to show hundreds and hundreds of the mutant aliens lining the walls and centers of the area, ready to attack the human race at any moment.

* * *

**Next time on Ben and Jen 10:**

**Everybody Talks About the Weather**

**In case you didn't guess already, Allison's upcoming fight is a direct reference to the new chapter of the currently ongoing Miraculous Team: Sands of Time by SonicPossible00. Go check out his series because this is in the same universe as that along with Loud Heroes. See you next time.**


	3. Everybody Talks About the Weather

Out in the countryside in Grover's Mill, which was about 25 miles from Bellwood, a farmer was out working in the cornfields as his dog drank from its bowl. He wiped the sweat from his brow from the sun... or at least he thought that it was the sun.

He suddenly looked up to see a flaming figure fly through the air by him, crashing and lifting up into the corn stalks multiple times, leaving him in shock as he was suddenly followed by a pink and red toned butterfly creature close behind, looking a little unsteady in her flight pattern as well.

That was when in the fields, the police siren was heard and two officers walked out into the fields in hot pursuit of the two figures that were racing towards the area and the officer looked towards the sheriff

"There they go, sheriff!"

The sheriff picked up his radio and spoke to his fellow officers.

"Suspect is heading west towards the back forty of the Douglas Farm."

_"Copy that."_

"You guys got that truck ready?"

_"It'll be ready before they get here, Sheriff Mason."_

With that said, the squad car activated its siren and it peeled out through the field, mowing down several stalks as it chased the fiery figure and the butterfly alien as they looked down and gasped.

"Crap!" the butterfly alien shouted as she kicked it into high gear as she could, struggling with moving her wings, flapping them awkwardly as the fire alien turned another direction and she followed.

The squad car made a sharp turn to follow them through the cornfield. The fire alien, revealed to be a Pyronite, gasped as he slammed face-first into a scarecrow and he crashed and stumbled down into the dirt in front of the farm.

"Alan!" the Rhopaloceran said as she fluttered down by him as he felt at what appeared to be the green Omnitrix symbol on his chest. "Are you alright?"

"I think so, Jess," he said, rubbing at his flaming head. "Oh man. I am the worst flier ever."

"Hey, you're not the one who grew a pair of wings overnight," Jess said, fluttering her purple and red toned wings for effect.

"There they are!" the officers shouted as the two friends turned to see the cops in the clearing standing by a firetruck.

"Look, we don't want to hurt you guys," Alan said, pointing his hand at them.

"Lucky us," Sheriff Mason said. "Let 'er rip!"

The officers turned the valve on the truck, letting loose a torrent of water from the truck and soaked the two alien kids as they gasped out and Alan turned up his heat.

"Cut it out!" he shouted, sending a fireball out from his chest, blasting into the truck, destroying it as Jess moved her hands in a circular motion and blasted the debris away from the officers.

"Sheesh," one of the officers said.

"Now, why don't you guys please just leave us alone!" Jess said as she tried to flap her wings, only to not go anywhere. "Oh man! I can't fly with water wings!"

That was when Alan tapped her shoulder and they looked by their side and Jess deadpanned as the squad car slammed into the pair of alien kids, sending them crashing into the barn before crashing down, knocked unconscious as Alan's Pyronite form faded away, revealing him to be a young African American boy with short black hair wearing a white undershirt and had the Omnitrix symbol still on his chest.

They both groaned outwards in pain as the officers looked down upon them.

* * *

Later in the police station, Alan and Jess were handcuffed inside the storage area which had been turned into a makeshift freezer with the air conditioning turned all the way up and it was filled with blocks of ice.

Jess was struggling to move her wings as she felt them go brittle from the cold. She didn't even dare to try to fly because she felt the slightest wrong move could cause them to shatter or get damaged in a way so she could never fly again.

Alan shivered from the cold as they looked upon the officers, who were wearing coats to help them with the cold.

"You two are going to talk, Alan, Jessica," Sheriff Mason said. "The only question is how long it's going to take."

The two kids turned away from him in disgust as he nodded in confirmation.

"Okay, I'll start talking then. You two can join in whenever you feel like it. Over the past few weeks, there's been a series of fires all across Grover's Mill."

"That's just a coincidence!" Jess said. "Alan didn't burn anything!"

"It's the truth!"

"Oh, so you _can _talk. Now if you could just come up with something smarter to say?"

"What's the point?" Alan asked. "You're not going to believe anything we say anyways."

"Fires all over town, weird paths burned through cornfields, Mrs. Albright's oldest boy turns out to be some kind of fire breathing mutant and Mr. Hanson's daughter is some kind of mutant butterfly? What's not there to believe?"

Alan and Jess shrugged down in their ice seats as Sheriff Mason glared at them.

"Oh, back to the silent treatment, are we?"

Mason then took the symbol, which was apparently a badge from Alan's chest and he gasped.

"Give it back! My father gave that to me!"

Mason looked down at the badge and glared at Alan.

"Then you wouldn't mind telling me what it is? This is the same symbol on the Omni-Twins chests and watches. And you guys have the powers of two of their aliens. Are you in league with them?"

"Of course not. We've never met them!" Jess said.

"Besides, my father gave me that seven years ago! The Omni-Twins showed up five years ago!"

"Unless you're arsonists _and _thieves."

The officers then walked out of the office and turned the lights off, leaving the two alien kids in the cold dark freezer. They then took off their coats and hung them on the rack.

"Keep them in there until I can find a judge to tell us what to do with 'em."

Mason laid the badge on the desk and walked off, not noticing as it started to beep green in a certain pattern.

* * *

That night, Kevin drove his car down the road with Gwen in the front seat and the twins and Becky in the backseat as Ben groaned out with Jen twiddling her fingers nervously as Becky sat patiently in her seat.

"Can't this thing go any faster?" Ben asked.

"Yes," Kevin said.

"Then why aren't we?"

"It's called the speed limit, Benji. Fastest we're going tonight."

"But you said-"

"I said 'could.' Not 'would.'"

"Come on, Kevin," Jen said. "Our mom's going to have a cow if we come home late again!"

"Leave him alone, guys," Becky said. "It's what his sister would want him to do anyway."

"Yeah, too bad she couldn't be here," Jen said. "I can't believe she managed to tie in that fight in Paris. Nora looked like a monster from what I've seen to her."

"She basically is," Gwen said. "From what I've been told she usually wins by first round knockout. But Ally's gone up against so much worse than her and won. I can't wait for her to tell us about the fight by this time tomorrow."

"From what I heard, her opponent was so pissed when she left off that she could've ripped someone's head off," Becky said.

"Well that just proves that she's a sore loser. Ally is not."

"Hey, if the twins get grounded, it'll be just me and the two sisters here. Tough break, huh?"

"You think I'd go with you guys if Ben and Jen weren't here?" Gwen asked.

"Yeah. I've got roguish charm," Kevin smirked.

At that point, everyone heard a ringing from Kevin's pocket and Becky smirked and flipped her hair back.

"Phone call for Mr. Roguish Charm. I bet it's one of your many girlfriends."

"Uh, Becky? I don't have a cell."

"Huh?" Jen asked.

"Then what is it?" Gwen asked as she reached into his pocket and pulled out...

"It's your Plumber's Badge."

The badge then glowered and showed a green hologram with a red dot signalling out and a white dot that was beeping.

"What's it doing?" Jen asked.

"I don't know. It's new to me," Kevin said.

"It looks like some kind of map," Ben said as he saw the red dot, which was where they were moving closer to the white dot. "I bet it's a GPS for Plumbers' badges."

"So why is one of them flashing, cuz?" Becky asked.

"I bet it has to be a message from Grandpa Max," Ben confirmed. "He's telling us where he is."

"You think?" Gwen asked.

"Yeah, we're pretty sure," Jen said.

"Okay, _that's _worth breaking some traffic laws," Kevin said, shifting the gears and putting his foot on the gas, peeling left towards Grover's Mill.

"We are _so _grounded," Jen deadpanned with a sigh.

* * *

Back at the police station freezer, both Alan and Jess sat down by the extremely cold blocks of ice and Jess looked to her friend as she groaned.

"Think you can melt these handcuffs?"

"I can try."

He then struggled to turn into his Pyronite form, only to be shut down due to the cold temperatures.

"Argh, it's too cold. Hold on, let me try something."

He then hocked a loogie and spat out a molten ball of saliva, melting through the chains and allowing him to break the cuffs. He then repeated the process with Jess' cuffs, setting her free as well.

Both of them walked out into the office as they felt the heat return to them and Jess flapped her wings normally, flying upwards as Alan turned into his Pyronite form, catching the officer's attention.

"Wha?"

Alan and Jess both took the opportunity to fly away from the area as fast as they could.

"See you, suckers!" Jess cheered as she flapped her wings wildly.

"...I am _so _fired."

* * *

Later, the team looked outside as Kevin held his jacket over his arm and the Tennysons looked nervously at the area.

"Is this really the place?" Becky asked, crossing her arms. "Are you sure Grandpa Max is here?"

"This is where the map led us to," Kevin said as they looked at the hologram. "I guess we'll find out soon enough."

"He's inside the building guys. Come on," Ben said as he and Jen walked forward... just before Kevin stopped them.

"Let me dump the jacket first, it must be 90 degrees."

"That's what you get for trying to look cool all the time," Jen sighed.

"Hey guys?" Gwen asked. "What do you guys think of this?"

The team then looked towards the hole and their jaws instantly dropped upon seeing the molten hole in the side of the building.

"A big hole?" Kevin asked, jaws dropping.

"Gee, that's helpful," Gwen said, her voice dripping with sarcasm.

"Yeah, remember what Ben and I said about Grandpa Max definitely being here?" Jen asked. "Forget it."

"Still, we'd better check it out, sis," Ben said.

The team all crawled through the hole into the sheriff's office.

"Hello!" Jen shouted. "Anyone in here?"

"Guys, look," Becky said as they pointed to the still-beeping badge on the desk.

"Well, at least we found what we were tracking," Ben said.

"Yeah," Gwen said. "But who does it belong to?"

"Max maybe?" Kevin asked.

"I'm not sure," Jen said.

"But if if does, he's probably out in those fields going after whoever or whatever made this hole," Ben said. "Probably something that has huge power."

"Or a lack of control over it," Becky suggested, putting a hand on her chin.

* * *

Alan and Jess ran through the fields as fast as they could. Unfortunately, Alan's fire was still glowing, giving out a perfect signal to the cops as they looked for them.

They eventually came across a tractor and Jess took Alan's hand and they ducked under it, hiding from the cops as Mason shone his flashlight out into the clearing with his deputies carrying their shotguns over their shoulders.

"The trail ends here," Mason said as they looked through the trail in the corn. "They couldn't have gotten far."

The two alien kids looked worriedly at each other, Jess' brow starting to sweat from the heat as they saw the lights shine around them through the corn.

They crawled out from under the tractor when they thought the coast was clear and saw the light shine on them a second later.

"Oh man!"

"Found them!" the officer shouted as Mason walked out with his flashlight on them.

"Why can't you just leave us alone!" Alan shouted as Jess fluttered her wings and started to fly.

"Doesn't work that way, son. Why can't you just come along quiet-"

Alan, in self defense, shot out his hand to blast a heat beam outwards that blasted Mason's flashlight out of his hand, destroying it.

"That's it! Take 'em down!"

The officers approached the kids with their shotguns at the ready as Jess hovered in the air and gasped as she shot her hands outwards, blowing Mason back with a whirlwind as Alan brought his hands to his chest and brought them outwards.

"No!" he shouted as he let loose a wave of heat from his body, destroying the tractor and sending the officers back onto their backs as Jess gasped and put her hands to her mouth.

"Sorry. We didn't mean it," Jess gasped.

"Are you alright?" Alan asked as he suddenly saw a pink wall surround them, severing them from the officers as they looked to see the Omni-Team standing there with Kevin glaring.

"Looks like Heatblast and Battlefly," Kevin surmised.

"Yeah," Huntress said. "A Pyronite and a Rhopaloceran. But what are they doing here on Earth?"

"Want me to kick their butts for you?" Kevin asked, slamming his hand into his fist. "It'll be just like old times."

"Thanks, but I think we'll pass," Omni-Green and Omni-Pink said as they adjusted the Omnitrixes and slammed the cores down, turning into two new forms.

A red line covered Ben's hand and it turned into three claws. The red line then started to run from his wrist up to his eye, and when it did, his eyes went full green and yellow wings started to form on his side in the form of a membrane on his lower arms down to his sides, his legs growing thinner and he grew yellow horns extending from his nose. On his sides, he grew gills and he also grew a tail from his spine and the Omnitrix symbol grew on his chest. He then did a pose, before flying towards the screen.

Golden yellow feathers grew on Jen's upper arm and on white on the lower as her hands and lower arms took on a golden scaly texture and turned into three talons and a thumb, each sporting a white claw at the end. The feathers snaked up to her neck and grew all across her body, growing two large gold and white bird wings from her back and her ears grew out into white pointed feather-coated ears at the top of her head and her nose and mouth grew outwards into a small golden beak. Her feet changed into the same substance as her hand, only having three toes at the bottom. Her clothes shifted into a pink leotard with a white belt at the bottom with the Omnitrix symbol on her chest as she struck a pose.

"Jetray!" Ben shouted.

"AeroForce!" Jen shouted as the two flew upwards and glared at the two alien kids.

"No! Wait!" Jess said, crossing her arms. "You don't understand!"

"Get away from us!" Alan said, firing a heat ray at the twins as they dodged and Lucky Girl put up a shield that blocked the blast.

Jetray and AeroForce flew forwards and tackled the two alien kids to the ground, glaring as they were hit across the face with a punch and the two rolled on the dirt-covered ground, glaring outwards as Jess blasted AeroForce off of her with her air blast and she flapped her wings to stop herself.

"Man, I am loving these feathers," she said to herself, looking over herself.

Alan blasted Jetray off of him and he and Jess flew into the cornfield with the two flying aliens in hot pursuit.

"You can't get away from the Omni-Twins that easily!" Jetray shouted.

Alan glared and shot upwards into the sky as the twins avoided and glared.

"Hey!" AeroForce shouted. "Watch it!"

They then followed, shooting up into the air as Jess looked upwards, her delicate wings unable to let her ascend as fast as the others.

Alan then stopped his ascent and blasted his way back down, avoiding the others as followed them.

Jetray blasted two green beams from his eyes that hit Alan and caused him to lose his focus as he fell to the ground.

AeroForce then folded her powerful wings behind her and shot down like a divebomber before Alan glared and blasted towards the twins and they avoided it.

Jess blasted an air wave towards AeroForce who avoided it and delivered a stronger blast from hands and wings, blasting her forwards as Jetray blasted the green beams from his eyes and tail, causing Alan to crash into the ground below with a groan and a blast of fire, forming a large crater in the ground as he and Jess stood u, rubbing their heads.

"Oh, I don't feel so good," Alan said as he helped his friend up as the Omni-Twins circled them and landed, transforming back to human form in their Omni-Suits as they degenerated their helmets.

"Look, we don't want to hurt you. We just want to talk," Jen said.

"There was an old man who's been chasing you two. Probably wearing a Hawaiian shirt. Where is he?" Ben asked.

"Look, bro, we don't have any idea what you're talking about," Jess said.

"Our grandfather! Where is he?!" Jen asked, her hands glowing with pink energy.

That was when the lights shone on them and the twins reactivated their helmets on instinct.

"Freeze!" the male deputy said as Mason glared at the alien kids and the Omni-Twins.

"I should've known you couldn't have set those fires alone. But now I've got you, Alan. You and your accomplices."

"Accomplices?" Omni-Green asked. "We just met the guys."

"I swear, I don't know them even if they are famous!" Alan shouted.

"Hands where I can see them. You're all under arrest!"

"Run!" Omni-Pink shouted as she and Ben blasted a green and pink energy blast from their gauntlets, prompting the cops to dodge and they all disappeared into the cornfield.

"Wait! Go after them!" Mason ordered his officers as they ran forwards with their shotguns.

The twins ran forwards with Alan and Jess following them as they glared and looked towards them.

"Stop following us!" Omni-Green shouted. "How are we supposed to hide with you around? You glow in the dark!"

"But we don't know where to go," Jess whimpered.

"Oh, we know where you're going," Omni-Pink glared

That was when they heard the sound of leaves rustling and Jen tackled them down as they tackled the kids to the ground, shushing them.

"Someone's coming," she said.

The officers continued looking through the field as they looked through the area and the deputy looked towards the open area of the field.

"I think I see something," he said.

The sheriff and deputy looked forwards to see what appeared to be lights, only for them to be revealed to be the headlights to Kevin's car as it peeled forwards and caused them to dodge the swerving vehicle and glared as they went to the squad car to follow the green muscle car as it drove through the field.

The chase continued for a bit until the car pulled over and stopped in front of a large field mower that blocked its path.

The officers got out of the squad car and confronted the car as Mason glared.

"Alright Alan and Jessica. You and your friends the Omni-Twins get out of the car. Right now!"

The window rolled down to reveal Kevin smiling mischievously.

"Is there a problem, officer?"

The officers looked in the car to see Gwen and Becky inside waving nervously.

* * *

Later, the Omni-Twins led Alan and Jess to the barnhouse and hid underneath it with a pant of breath as the twins deactivated their suits, facing the alien kids.

"Why did you help us?" Jess asked, sitting on a hay bale.

"I don't know," Jen said. "I guess it's because we see ourselves in you two."

"Yeah. I guess you're monsters too," Alan sighed.

"Well technically, we're a whole bunch of monsters," Ben said. "But that's the cool part."

"There's nothing cool about this," Alan said as he lit a small spark, letting it fall to the ground and fizzle out.

"No?" Jen asked, sitting down to Jess. "The flying, the wind powers, the control over plants?"

"The flying, the super strength? The pyrokinesis?"

"I hate flying," Alan sighed.

"Yeah, you do kinda stink at it," Ben admitted.

"And I really don't like these things. They always get in the way when I try to sleep," Jess said, fluttering her wings.

"I can see that. I've never tried to sleep with wings before," Jen said.

"Yeah," Alan said. "Our powers just showed up a couple of weeks ago."

"So you're aliens?" Ben asked.

"Part-alien," Jess said, turning to her friend as he dissolved his Pyronite form and sat down next to her.

"Whoa," Jen said as she and her brother smiled.

"My mom is human," Alan said. "And I thought I was too until I woke up one morning to find out that my bed was on fire but it didn't hurt me. My dad put it out and then they explained it to me."

"Same with me," Jess said. "My dad's human too. I lived a pretty much normal life until I felt something unusual in the middle of the night and discovered that my skin had turned pink and I grew butterfly wings from my back and antenna on my head. My mom took me downstairs and explained everything to me."

"My dad and her mom are Plumbers," Alan said. "They're-"

"Intergalactic police," Ben said. "You can't be superheroes without this kind of knowledge."

"Alan, did your dad give you his badge?" Jen asked.

"Yeah, when he explained what it was. But Sheriff Mason took it from me."

"Yeah, well we kind of took it back," Ben said, pulling the badge out of his pocket and tossing it to Alan, much to the Pyronite hybrid's shock and his friend's joy.

"Thanks, guys."

* * *

Back in the filed, the squad car pulled away from Kevin's car as he, Gwen and Becky stood inside as Kevin chuckled and held up a piece of paper.

"That didn't go too bad. We led them away from the twins and all we got was this," Kevin said, holding up the paper.

"Kevin!" Gwen shouted. "That's a $400 speeding ticket!"

"I know."

He opened the glove compartment and put the ticket inside along with several others, much to Gwen and Becky's shock.

"Ally is going to be laying hard boiled eggs when she finds out about this," Becky sighed.

Kevin then put the car into reverse and pulled back onto the road and Gwen looked out with a sigh with Becky holding onto her shoulder.

"Grandpa Max doesn't have anything to do with this, does he?" Gwen asked.

"Nope," Kevin admitted.

"So that badge belongs to the Heatblast guy and the Battlefly girl is just his friend," Gwen said. "Where do you think they got it?

"He doesn't act like a Plumber," Kevin said. "He's probably just a Plumber's Kid."

"A Plumbers' Kid?" Becky asked. "I heard rumors about them when I was in the Null Void, but I didn't know they actually existed for other species."

"Why would a policeman give his son a badge?" Gwen asked.

"To keep real Plumbers from arresting them for interplanetary trespass," Kevin explained. "A badge is better than a passport for aliens. I learned about this when I was in the Null Void too."

"Please explain. I'm not following you."

"Heatblast and Battlefly, Jr. are probably part human. Humans with alien ancestors are actually pretty common. Much more common than just plain meta-humans or Osmosians actually. Most of them have superpowers."

"Common?" Becky asked.

"Well, yeah," Kevin said. "That's what you and Jen are, Gwen. You get your powers from your Grandpa."

"Um, Jen and I have powers from our magical auras," Gwen said, rolling up her sleeve to show her tattoos.. "I get mine from magic tattoos and books."

"Yeah, right. Magic," Kevin sighed.

"You have seen them use it," Becky said. "Then again, Jen's powers showed up much sooner than yours did, Gwen. Maybe he's right."

"I'm not sure."

* * *

"But Sheriff Mason thinks that _we _started the fires," Jess finished back at the barn.

"_We _don't," Jen smiled.

"Really?" Alan asked.

"Sure," Ben said. "For one thing, no fire could've possibly cut this building in half."

That was when they heard the sound of a motor running and Kevin's car pulled up and Kevin and the two sisters filed out of the car to confront the twins and the two alien hybrids, not recognizing the black kid there.

"Who's the squirt?"

Alan stood up and turned into his Pyronite form, causing him to step back.

"Oh."

Ben then stood and picked a piece of rock from his shoulder.

"Ow!"

"Relax, that didn't hurt."

Ben knelt down and started drawing a diagram in the dirt with the rock.

"I want to show you guys what Jen and I saw when we were flying over the cornfield. It's not exact, but it looks like this."

"Those aren't roads that are burned through the cornfields. They're crop circles," Jen confirmed.

"Like those things aliens use to find their way around the planet?" Jess asked.

"More like those things farmers use to fool city folk," Kevin scoffed.

"Kevin, it's not like we don't know a whole lot of aliens," Becky said.

"True, true."

"Also moot," Gwen added. "I don't think these are crop circles. I think they're circuit boards."

"Yeah," Jen said to her. "But what for?"

* * *

Later, Jess flew up alongside Jen and Gwen as they stepped up on their energy platforms like stairs with Ben and Becky on Jen's platforms and Alan and Kevin on Gwen's platforms.

"How are we doing this exactly?" Alan asked.

"Magic," Gwen explained.

"It ain't magic," Kevin scoffed.

"Oh, right," Gwen said, turning to her cousin. "Jen, Kevin says that we have super powers because of our alien bloodline."

"Huh?" Jen asked, looking at her hands before clenching them open and closed.

"Talk about that later," Jess asked. "Let's focus on what's important right now."

"You don't think what we're standing on is important?" Becky asked as the team transformed into their hero forms (minus Kevin who didn't have one).

"Stop teasing them, Kevin. They're nervous," Lucky Girl said. "We're high enough to see."

"Right," Omni-Pink said as they looked upon the crop circles that were in a certain pattern.

"Like I said: these aren't crop circles, they're circuit boards. I think this whole valley is some kind of giant machine."

Out of the corner of his eye, Omni-Green saw some sparks from one of the circles in the corn.

"Hey, check it out."

"See, I _told _you we didn't do it," Alan said as he and Jess nodded.

"Let's go down and take a closer look," Omni-Pink suggested as Alan chuckled, looking at the ground.

"Yeah, down is good."

"Really? I love it up here," Jess said as she and the others lowered down to the ground.

They all snuck through the corn to see some guys in yellow suits with masks using a device to blast out blue energy to burn through the corn, creating a solid circle.

"What do you think they're doing?" Alan asked, standing up as Omni-Pink used her telekinesis to bring him down and everyone shushed him. "Sorry."

The guys in the yellow suits signaled and waved to each other as one of them pulled a lever, which caused the machine beneath the cornfield to activate, illuminating the crop circles with a white light and a large antenna-like machine rose from the cornfield and erected right up into the sky, much to everyone's astonishment.

"Oh, I'm getting flashbacks to Royal Woods here," Huntress groaned.

Lightning crackled across the sky and a circle of cumulus clouds appeared in the sky from the antenna's signal, blowing everyone's hair back as it started to snow and lightning still crackled along the sky.

"Snow? At this time of year?" Lucky Girl asked.

Huntress and Kevin crowded around the Pyronite hybrid for warmth as he glared at them.

"Cut it out," He said.

"Sorry, man, it's cold out here," Kevin chuckled.

"The tower's some kind of weather machine," Omni-Green said.

"Uh-oh," Jess said as they all heard the familiar sirens and saw the whole police squad approach with their shotguns.

"Alright, freeze!" Sheriff Mason shouted.

"Already working on it," Huntress chuckled.

"I took it easy on you two out of respect for your folks. But now you built this machine! You're stealing all the heat to feed your powers!"

"What?!" Jess asked. "Where did you get that idea! We had nothing to do with this!"

"It's not like that!" Alan insisted as the deputy approached with his shotgun.

"Stay away from him!"

"How about taking your own advice," Kevin said, grabbing the shotgun and absorbing its metal.

"Hey!"

Kevin ripped the car apart with a smirk.

"He's one of them! They're all freaks!"

"Actually, I don't have any powers," Huntress said. "I'm just really good with weapons."

"Slow down, bro," Omni-Pink said. "We're the Omni-Team. We're all about helping people, not hurting them."

Suddenly, two blasts of energy burst forth and froze the cops in what appeared to be carbonite of some kind.

They all looked to see the guys in the yellow suits come forward with their weapons.

"What did you do to my men!" Mason shouted as the men blasted forwards and Lucky Girl and Omni-Pink burst forward, putting up a forcefield to block the blasts, which started to crack.

"Run! I don't know how long this shield will hold!" Lucky Girl shouted as Omni-Pink jumped back.

"You don't have to, cuz. It's hero time!" Omni-Green said as he and his sister slammed the cores down.

They were both trapped in a green and pink sphere as the new alien DNA pulsed through their systems, transforming them. Their skeletal and organ structures both expanded and shifted to suit their new forms.

Chlorophyll pulsed through Ben's system as his skin was replaced by green and black flesh and red petals grew from his arms. He grew taller and red and yellow leaves and petals formed around his head in a flame like design, leaving his face black with glowing green eyes and a mouth and the Omnitrix symbol grew on his chest, signaling the end of the transformation.

Orange-red fur grew from Jen's wrist all across her body as her arms grew sharp retractable black claws with her hands growing black padding like paws and her feet shifted into a paw-like design with four toes each. Her ears grew into points and rested at the top of her head and her face grew out into a long muzzle with a cute black nose at the end of it. Her clothes shifted into a pink leotard with the Omnitrix symbol on the belly and she grew a long bushy tail from her rear before she struck a pose, ending the transformation.

"Swampfire!"

"Firefox!"

They each blew out several fireballs towards the yellow-suited men, blasting them back before leaping forwards and swatting them back with fire blasts, dodging every blue blast that flew at them as Firefox snarled viciously.

Kevin, using his metal arms, ran forwards and slammed the men back using his immense strength before throwing one overhead.

Lucky Girl ran forwards and used her energy grip to grab a man and toss him into a tractor, causing it to break underneath him. She then sent as many energy discs flying towards the enemies as she could, causing them all to fly backwards and fall to the ground.

Huntress swatted several back with her spear, avoiding the blasts before she pulled out her bow and shot an arrow towards one of the weapons and it stuck in, causing the device to explode and sent the man flying.

Alan used his fire powers to slam down on the men and blast fireballs to them as Jess blasted away with her wind blasts, sending them flying before flying away to avoid all of their blasts, corkscrewing around.

The deputy avoided one of the suited men as Mason grabbed one by the shoulders, pulling him back and redirected his blast into one of his allies. Mason then pulled and broke the wires of the device on his chest, breaking it and causing the man to fall down.

Swampfire and Firefox continued using their immense strength to send two of the men flying back before Firefox ripped the helmet off of one of the suits, revealing the men to be the aliens from the ship the previous week.

"Oh man! Of course they're behind everything!" she gasped.

The aliens spoke in a foreign language as they all shucked off their suits.

"We are the DNAliens! And we will destroy you all!"

"Whatever," Swampfire shrugged as he blasted his alien back with a strong punch to the jaw. "Hey, remember how cold it was on their ship?"

"Yeah..." Huntress said.

"I think you were right, Huntress. They need cold weather, so they're making some."

"Kinda makes sense," Kevin said.

"Of course that means that the big alien plot is that they're installing air conditioners all over the planet."

Swampfire was cut off as he was blasted with one of the beams, freezing him in place.

"Ben!" Lucky Girl shouted before she too was blasted and frozen.

Huntress gasped before she was frozen, followed by Firefox and Kevin.

The deputy was then frozen as the DNAliens came out of the corn stalks.

Mason tried to run forward and punch one in the face, but it was futile as he too was frozen.

"No!" Jess shouted as she and Alan backed up.

A DNAlien blasted at them with his weapon until he was blocked by one of Alan's fire blasts. He then adjusted the strength on his weapon before he blasted out with the energy blast, causing a huge blast forwards to Alan, which ended up freezing Jess, but did nothing to Alan.

"Guess I'm too hot to handle."

Some more DNAliens came forwards, towards Alan.

"Whoa, wait a minute guys."

The twins then started using their fire powers to melt through the carbonite, freeing them.

"Okay, that was weird," Firefox said to her brother, who nodded.

"Need some help?" Swampfire asked Alan.

"Yes. Please!"

"Cover your nose."

Firefox covered her muzzle with her paw hands, covering her nose as Swampfire stuck his hands forwards, sending out a gas of some sort that caused the corn stalks to grow forth from where they stood, wrapping around the DNAliens and slamming them into each other, knocking them out and causing them to land in a pile on the ground.

Firefox then walked forwards to Jess and broke her free from her prison with her fire.

"You beat them!" Jess said.

"Plenty more where those came from," Swampfire said.

"We need to take down that weather tower," Firefox said, her tail wrapping around her leg. "You two take care of the guys at the top so we can get close."

"Jess might be able to do it, but I don't know about me. I'm really bad at flying."

"Yeah, I had trouble at first too," Swampfire said. "Let me show you a trick that I learned when we were 10."

Soon, Jess flew alongside Alan, who was flying forwards on a flaming rock that he stood on as they nodded to each other and separated, avoiding the blasts of freezing energy and they blasted out fire balls and wind blasts towards the DNAliens, knocking them back. They then combined their attacks, sending a flaming tornado outwards that blasted the last of the DNAliens off of the tower.

The two alien hybrids nodded to the twins as they ran towards the tower. They fired a combined fire blast forwards, blasting the DNAliens back and they both pressed their bodies against the tower, pushing as hard as they could as Firefox backed up against it, digging her paws into the dirt.

"Gonna need a little leverage for this one," Swampfire said as he planted his strong roots into the ground. "Okay! Here goes!"

The twins shouted out with everything they had in them as they pushed and pushed, breaking the tower from its foundation and completely smashing it on the ground, causing the clouds in the sky to dissipate, stopping the snow.

* * *

Later, Alan melted the carbonite off of the entire team and the officers.

"Ugh, what happened?" Mason asked.

"Alan and Jess defeated the aliens, destroyed their machine and then Alan used his powers to free everyone from suspended animation," Ben explained.

"We helped," Kevin said.

"But not much," Jen finished for him.

Alan then resumed his human form and he and his friend turned to everyone else.

"We were wondering if you two would join our team," Ben told them.

"Yeah," Jen said. "We could use two powerhouses like you. There's a lot of aliens to fight out there."

"They can't," Mason said, laying a hand on the two hybrid's shoulders. "They'll be too busy helping me round up any other aliens that may still be hiding around Grover's Mill."

"But please," Jess said, taking Jen's hands. "If you ever need us for anything, and I mean anything, just call us."

"We'll be there to help you."

"Thanks," Ben said with a smile.

* * *

Later, the team were driving to take Ben and Jen back home, Ben freaking out about what their mom would say about being out that late.

Jen stood at the window seat, her hand on her chin as she looked at the stars.

"What is it, Jen?" Becky asked as she looked at her.

"I was just wondering about what Kevin said," she said. "About my powers coming from an alien bloodline. I always thought that it was my magic aura too, but I don't know. Maybe I'm not what I thought I was for fifteen years."

"That's nothing to be ashamed of," Becky said, laying a hand on her shoulder. "You're an amazing girl, whether you're a descendant of aliens or not. Your bloodline doesn't define you. You do."

"Okay," Jen said. "You're right of course. But I still can't help but wonder..."

* * *

**Next time on Ben and Jen 10:**

**Kevin's Big Score**


	4. Kevin's Big Score

It was a dark night in Bellwood and a rat scurried into a stray tin can that was soon blasted at with a blue energy blast, scaring away the rat.

"Ha!"

Holding the blaster was an alien of a race similar to Needle Mouse's species, who had grey fur, big yellow eyes and long black quills for hair. He had a long muzzle filled with sharp teeth and wore a black T-shirt with an orange/brown jacket and blue jeans.

He walked over to the rat, picked it up and gulped it down whole in one go, burping afterwards. Afterwards, headlights shone on the alien and he looked to see Kevin pulling up in his car, alone.

"Kevin, buddy," he said. "I've been waiting like an hour."

"I said I'd be here and I'm here, Argit. It's tough to get away because I'm living with my big sister again. Now what's your proposition?"

"Oh, why you've got to be such a downer after all we've been through together in the Null Void? Ain't you glad to see your old running buddy?"

Kevin just glared and rolled up the window, preparing to drive away. He pulled the gear back into reverse before Argit panicked.

"No, wait! I got that tech you were looking for."

Kevin rolled down the window in curiosity.

"What makes you think I'm looking for anything, Argit?"

"Oh, come on, Kev. Octagon Vreedle says you've been vid messaging all the underground swappers. You're in the market for a specific primo machino. And I've got it."

"For real?" Kevin asked.

"Oh, now you're listening now that I can do something for ya. You are so off my contact list."

Argit whipped out his phone and deleted Kevin's name before walking away. But Kevin pulled forwards in his car to meet up with him.

"Come on, Argit. You've burned me on so many deals so many times it makes me forget how tight we really are or were."

"Kev, buddy," Argit said, giving his old friend a fist bump. "I can't stay mad at you. Not when there's money involved."

"So... let's see it."

"Uh... about that. I don't actually _got it_ got it."

"Aw, come on, man!"

"But I can make a connection with the guy who does. I have to warn you though. It's gonna cost ya."

Kevin narrowed his eyes.

_"I'm gonna have to deceive the team for this," _he thought. _"And my sister. But it's going to be worth it in the end."_

* * *

Later, the Omni-Team were hanging around the Rust Bucket II in the trailer park as they looked to each other and Kevin fixed up the underside as Allison grilled up some burgers for the team

"So," Jen smiled to her best friend as they crowded around each other. "How was Paris?"

"That was a great fight," she said. "Me and that Nora girl ended up tied. She didn't handle it well. She flew into a rage after it was announced, accused me of cheating and that she should've won, blah, blah, blah."

"Did you cheat?" Ben asked. "Did you use your superpowers?"

"Of course not! I'm no cheater," she said. "I just do the best I can every fight and if I win, I win. If I lose, I lose. In this case I did neither and I'm happy to have been a part of it. Besides, it's not like anyone found out I'm Matter Girl."

"Hey, guys, look!" Gwen said, showing a picture to the others of them five years ago around the Rust Bucket. "It's us around the old Rust Bucket."

"Heh," Becky chuckled. "It's so like Grandpa Max to lose one dumper to a crazy Chronian then go out to find another."

"That summer was incredible," Jen said, leaning back in her chair. "Hero time all the time, Kevin was still a bad guy."

"Let it go, Jenny. I know you guys are here to keep an eye on me," Kevin said, getting out from the underside.

"Me especially," Allison said as she gave out the burgers to the team and they sat around in their seats.

"It's really sweet of you to try to fix up Rust Bucket II, Kevin," Gwen said.

Kevin smiled and got up, taking the wenches out from the bottom and lowered the Rust Bucket down to ground level.

Gwen then put the photo away back into the collection and walked off to try to put it back in the Rust Bucket II, only for Kevin to block her path.

"Not yet."

Kevin then closed the door behind him to set it up.

"We're still not buying the nice guy act, Kevin!" Ben called as he and his sister ate their burgers.

"Ben, come on. He's changed," Allison said.

Kevin inside buckled up and used his Plumbers' badge to activate the secret engine behind the radio as he smirked.

"Okay, I'm going to try the engine!"

He then turned the key in the ignition, starting up the engine with a puff of smoke.

"Go, Kevin," Jen smirked.

But just when they were getting comfortable, Kevin put the RV in drive and peeled out of there as the team dove out of the way of his path as he drove out of the park.

"Come back, Kevin!" Ben shouted as he and his sister put on their Omni-Suits and slammed the cores down.

Ben transformed into an moth-like alien whose four wings and antenna can fold up into a hooded robe (much akin to a poncho), giving him the appearance of a phantom. He had a black body with cyan patches on his arms, shoulders, legs, the back of his wings, and the back of his neck that resemble ice chunks. Each patch has thick blue outlining except for the ones on his wings, which are outlined in black. There is also a black line that runs on the edge of the outer margin on the back of each wing. On his torso are three plates. One resembling the chest, a shorter plate under the chest, and one resembling the stomach. On his face are blue cheeks and underjaw, a mouth that always shows bluish white teeth, and large green eyes with dark green spots. The top of his head also sports a blue Y-shaped marking that extends over his scalp. He has three pointed fingers and a thumb on each hand, and two toes on each foot and a third toe-like extension on his ankles and the green Omnitrix symbol grew on her chest.

A red line covered Jen's hand and it turned into three claws. The red line then started to run from her wrist up to her eye, and when it did, her eyes went full pink and yellow wings started to form on her sides in the form of a membrane on his lower arms down to his sides, her legs growing thinner and she grew yellow horns extending from his nose. On her sides, she grew gills and she also grew a tail from his spine and the pink Omnitrix symbol grew on her chest. She then did a pose, before flying towards the screen.

"Big Chill!" Ben shouted, unfurling his wings and flying into the air.

"Jetray!" Jen shouted, flying towards the Rust Bucket II with her brother, both in hot pursuit of Kevin.

Kevin looked in the rearview mirror to see the twins following him. He then pressed a button, activating a laser cannon from the roof of the RV, blasting at the twins as they swiftly dodged the blasts before he managed to lock onto Big Chill.

Before the laser blast could hit him, Big Chill turned intangible and phased through the laser as he and his sister continued their hot pursuit of the RV. Thinking quickly, Big Chill froze the road ahead, causing the Rust Bucket II to slip and slide on the ice.

Kevin activated the Plumber's tech, which caused the wheels to grow spikes and the RV started to move on the ice normally, breaking through.

Jetray flew in and fired the pink beams from her eyes, which blasted into the side of the Rust Bucket II, causing it to swerve and break through the road barrier, sendinig it down the mountainside as the twins followed him.

Kevin screamed as he moved down the hill and he quickly used the Plumber tech to cause a spiked bumper to grow from the motor, which mowed down the trees as he came near them.

The Omni-Twins avoided the logs as they flew towards them and glared towards Kevin as he flew off of the slope at the end of the hill and landed back on the road.

He then looked into the rearview mirror and smirked as he saw the twins still following him.

"Nice try, guys. But the pair of you are minding your own business tonight."

He pressed the Plumber's tech again and a rocket launcher grew from the side of the Rust Bucket's frame and he launched a rocket towards the kids, which unfolded into a net, which wrapped around them, sending them crashing to the ground.

Jetray slammed the street with her wing in frustration as she and her brother looked up to see Kevin drive away from them, disappearing down the mountainside as they turned back to human form.

Gwen and Becky ran up on Gwen's energy platforms as Allison also peeled in by them, pulling her motorcycle over.

"He got away," Jen sighed.

"Whoa," Beck said, impressed. "I mean, oh no!"

"How could we have let our guard down?" Ben asked, angry at himself. "He's a liar and a thief."

"And my little brother," Allison said to her friend. "That was the old Kevin. He's different now. And the five of us are different too."

"Hang on," Gwen said, pulling out a handkerchief from her pocket. "Jen, we can track him from this."

"You kept his sweaty handkerchief?" she asked, slightly disgusted as Gwen laid the handkerchief on the floor and the pair of them focused as it glowed pink and started levitating between them before falling to the ground.

"We've got him."

* * *

Meanwhile in a clearing nearby, Argit examined under the hood of the Rust Bucket II, checking out the technology inside and muttered to himself before closing the hood and turning to Kevin.

"It's a bucket of bolts, man."

Kevin then led his old friend inside the RV and used his Plumber's badge to separate the framing on the wall to reveal several weapons inside. He then revealed the Plumber's tech inside of the dashboard as Argit turned to him, impressed.

"Like I said, it's a bucket of bolts. But the aftermarket extras are worth a fortune!"

"Think your guy will take it?"

"Oh yeah... if he ever got the chance."

Argit suddenly bared his quills at the vigilante and fired them at him, sticking into his neck, which injected venom through his system and caused his motor functions to suddenly seize up.

"I can't move!" Kevin shouted through gritted teeth.

"Oh, sorry, Kev. See, this haul's worth enough cashola to pay off everybody I owe and finally live a little."

Argit then tossed Kevin out of the Rust Bucket II onto his back, unable to do anything.

"The Rust Bucket's all I have to bargain with!"

"You should've held out on me, buddy."

Argit slammed the door and got into the driver's seat.

"When you can walk again, you go see him. A tech dealer named Vulkanus. He says he knows you. Says he wants you, your sister and your friends dead!"

Kevin gasped at that name as Argit drove off into the desert. He growled and groaned out as he struggled to touch the ground, but once he did so, he absorbed the rocky material, gaining his motor functions back as he ran towards a large boulder and punched it, severing the top layer. He lifted it up and then tossed the large rock towards the Rust Bucket II.

Argit swerved past it to avoid it, driving off into the moonlight.

Kevin only looked on in defeat as he could only hear the faint hum of a motorcycle engine and a car engine as Allison drove up on her motorcycle with Jen hanging onto her back as Gwen drove his car up to him with Ben, Gwen and Becky arrived in it and filed out, all looking extremely pissed.

"Okay, guys. I know it looks bad..."

"Bad? Bad?!" Jen asked, pushing him back. "If you don't get the Rust Bucket back from that possum, me and Ben will show you bad!"

"I doubt it, Jenny," Kevin smirked.

"This is serious, Kevin! What happens when all of this is over and Grandpa comes home?" Ben asked, worried. "Where's he going to live then?"

"Do I have to separate you three?" Gwen asked, her hands enveloped in energy.

"Gwen, he stole Grandpa's home!" Jen said. "What kind of jerk steals an old man's home?"

"The kind that has a good reason for it," Allison said. "Right, little bro?"

"Yeah, sis. This is important," Kevin insisted.

"What's important to you isn't necessarily important to us," Becky said with a smile.

"Give me one second, guys," Kevin said as he pulled out his Plumber's badge and pressed a button, revealing the map of Bellwood from before with a blinking red dot in the center of it.

"You hid a tracking device in the undercarriage," Gwen examined. "Good one."

"Please, like I'd let anybody swipe a fortune of Plumber tech from under my nose," Kevin smiled.

"Let's go get it," Allison said as they got onto their vehicles again and drove off to find the Rust Bucket II.

* * *

The Omni-Team arrived at what looked to be an abandoned garage and Kevin pulled out his badge to check the map, confirming they were at the place.

"I'll let you take this one, bro," Allison said as Kevin kicked the door down and they all walked in, powers/weapons at the ready as Jen sent a glowing ball of pink energy out to illuminate the room.

Ben stopped everyone when the light showed the Rust Bucket II, only to find it...

"Stripped!" Kevin gasped.

"Great. So where's your fortune, Kevin?" Ben asked as Becky rolled her eyes.

She then picked up a stray piece of equipment and flicked it away.

"What's this worth, guys? $5?"

Jen frustratedly sent out an energy blast towards a pile of tires, sending them flying everywhere as everyone turned to her.

"The six of us are supposed to defend the planet from an alien invasion and we can't even keep a motor home from being stolen?!" she shouted.

"Drop it, Jenny."

Kevin then walked off, only to be stopped by the twins.

"Don't walk away from us, Kevin!" Ben shouted.

"Is this where you two turn into aliens and try to kick my butt?"

"We're seriously thinking about it," Jen growled.

They then heard the sound of a doorknob being turned as Jen extinguished her light and everyone fell into a nervous silence.

Argit walked into the room with a whistle as he went into the Rust Bucket II and pulled the core out from the Plumber tech with a smile. "I knew I'd missed something." He pocketed the core before the room was illuminated with pink light as the Omni-Team stood there with angry looks upon their faces.

Ben cracked his knuckles and Jen's hands illuminated with pink energy as Argit looked on in fear.

"You're Argit, right?" Allison asked with a smile as she knelt down to the Hedgesapien's level and smiled as she cracked her joints. "Hi. I'm Ally."

"Uh-oh," Argit said before he quickly leaped out of the boarded windows and ran for his life.

The twins sprinted off after him as they slammed the Omnitrix cores down and transforming.

Ben transformed into...

_"Echo Echo!"_

Jen's form stayed mostly the same but her hair turned completely pink and her clothes morphed into a white dress with a transparent skirt flowing at the end, which separated into two folds in the back. Her arms had white warmers with pink from her shoulder joint to her hands, which now sported pink nail polish. Her feet now had small pink boots with a heel on the end. The front of her dress had the shape of the Omnitrix symbol on the front and the irises of her eyes turned pink.

"Crystagirl!" she shouted as she stepped on the ground and large pink crystals formed under her and brought her onto the rooftops as Echo Echo multiplied himself into several copies.

_"Don't. Let. Him. Get. Away!"_

Argit skittered into the corner and stopped when he saw two Echo Echoes zoomed in and glared at him.

_"No. You. Don't."_

They then unleashed a sonic scream blowing Argit back into a ladder. He then started to climb up the ladder only to run into Crystagirl as she sat on the railing to the balcony and smiled, running a hand through her pink hair.

"Hi."

She grunted and stuck her hands out, a sigil appearing in front of them and several pink crystals blasted out, sending Argit crashing down into the ground and into a swarm of Echo Echoes, surrounding him on all sides.

He then shouted out and ducked as he fired out several black quills which knocked all of the Echo Echoes down, except for one that ducked down as Crystagirl leaped down from the railing as the others all came in and Becky brought out her spear with a glare as Gwen illuminated her hands in energy.

"Watch out!" Kevin shouted.

"Don't warn him!" Gwen glared.

Argit fired his quills outwards as Allison and Kevin ran forwards and tackled the two sisters out of the way of them as they stuck into the wall behind them.

"No," Kevin said to Gwen. "_You _watch out."

"Oh," Gwen said.

"Ugh..." Becky groaned as she fell over, asleep as the others followed her, quills sticking out of their back.

"Guys!" Crystagirl shouted as Echo Echo held her back as she gulped and put up a crystal shield generating from the air in front of her and she held her ears.

_"Wall. Of. SOUND!" _Echo Echo shouted as he multiplied himself again, redirecting the quills that were fired at him to each other before they bounced off Crystagirl's shield and stuck back into Argit himself as he fell to the ground, asleep.

* * *

Argit soon came to again as he looked up and saw Kevin, Allison, Gwen and Becky glaring as they stood over him. He struggled but found he was tied up. He tried firing his quills out, but he couldn't get a single one of them to shoot out to his opponents.

_"We. Super. Glued. Them. To. Your. Head," _Echo Echo explained as Crystagirl looked to see the several copies and nodded.

"Everybody awake?" she asked.

"Uh..." Becky pointed out one Echo Echo who was fast asleep, a quill sticking out of his butt and snoring with a digital sound like always.

_"Well. Close. Enough."_

The Echo Echoes then all jumped into the sleeping one, to transform back into Ben as Crystagirl timed out.

Ben groaned and stood up as Jen laid a hand on his shoulder and they all glared at Argit on the ground.

"So let's get this straight..."

"I'll give it to you straight," Argit said, turning to Kevin. "You cannot trust that man!"

"Me?"

"Do you guys know what he was gonna do?" Argit asked. "Steal your motor home and sell it to another criminal! Thank goodness I stopped him."

"By stealing it yourself!" Kevin glared.

"You ransacked the thing!" Gwen shouted.

"Yeah. You're not wrong. I may be a crook, but this guy's no good! You guys can't trust him! He'll stab you guys in the back just for laughs!"

"Thanks, Argit. I knew I could count on you."

"This creep does have a point, Kev," Jen said. "You are always up to something. Self-serving, shifty, always working some kind of angle. You've always been a thief."

"Not to mention, you tried to kill me and my brother on several occasions," Ben added.

"That was five years ago, though," Becky said.

"What does this guy mean you were going to sell it to someone else?" Allison asked.

"You know what, Tennyson? I don't have to explain myself to you guys!" Kevin shouted as he looked to Gwen and Becky. "Or you two either. I'm done with all of you."

Kevin then walked away from them.

Everyone looked on concerned as Allison walked off back to her bike and glared.

"I'm going to follow him."

"You sure? We could help you," Ben said.

"Thanks, but he's my brother. He's more my responsibility than any of yours."

"We're still going to track you down," Gwen said as Allison nodded to her friend.

* * *

A truck drove down the road and Kevin leaped off of it down into a ditch with a glare. He crawled under a chain-link fence into an airplane graveyard. Suddenly, he heard a throat clear.

"Hey, little bro."

He gasped and looked up to see his sister standing there next to her bike with her arms crossed.

"What are you doing here, Ally? I told you that I was done with you."

"Whatever it is that you're doing here, I'm helping."

"This doesn't concern you."

"Oh, come on, Kevin. We're siblings, anything that concerns you concerns me. Please. Let me help you."

"Fine," Kevin said. "I guess I can't stop you. But let me do the talking. Come on."

The Levins then walked down the path through the airplanes, not noticing as a ton of small aliens with beady yellow eyes followed them, peeking out of the planes.

Soon, the red aliens in black clothing holding silver pickaxes moved in front of the siblings, chattering like gophers as Kevin held his sister back.

"Take us to the boss."

The aliens chattered and moved forwards, leading the two to a large doorway and opened the doors to reveal a factory inside, which housed an old enemy who now wore a greyish blue suit that covered him from the neck down that also lacked spikes.

Vulkanus moved towards them as Allison froze at the sight of him.

"Vulkanus? You were dealing with Vulkanus?!" she asked. "Me and the others have gone up against this guy before. He's really bad news."

"I know. I hear you're looking for me, Vulkanus. Well here I am."

"Kevin Levin. And you brought your sister with you."

"Actually, I followed him. Surely you haven't forgotten the beat down you and Sixsix received from me and my friends five years ago."

"I don't know whether to trade with you or tear you to pieces. And yes, Allison. I remember the fight over the Element X. Just like your brother here remembers that counterfeit isotope scam a few years back."

"The what scam?"

"It's complicated. Sorry about that, man."

"You left me with the bag and at the mercy of the Plumbers! I escaped but now I'm stuck on Earth swapping Level III tech to get by thanks to you!"

"Ancient history. We're here to make a deal."

"I have the Plumber gadget you two want," Vulkanus said, standing up.

He held out the object, which looked familiar.

"Another hologram device? There must be a message on it. We've got to have it," Ally said, her eyes widening.

"What will you give me for it?"

"Look, completely straight, I had this stash of Plumber's technology, but I lost it."

"You want to _owe _me?!"

"Tell us what we have to do to get it!" Kevin said as Vulkanus' minions started advancing on them.

Vulkanus stuck out his hand, as if to shake hands, but because his hand was so huge that when Kevin took it, he grabbed his whole arm.

"Kneel."

"Kevin!"

Kevin groaned in pain from the grip as a machine grew from the floor, housing a large crystal that looked like it came from a Petrosapien that wrapped two appendages around Kevin's hand, slowly pulling him in and forcing him to touch the crystal.

"First, you're going to pay me back for the double cross."

The crystal started to coat Kevin's hand as the energy arced outwards, much to Allison's horror.

"I can't stop absorbing!"

"Because I don't want you to."

Four Diamonhead like spikes grew from Kevin's back as he glared at Vulkanus.

"No!"

The minions held Allison back as she tried to help her brother.

"Your brother's recursibly absorbing a piece of Taydenite. The rarest most precious gem in the entire galaxy."

Kevin's body, except for his head, was completely coated in Taydenite and the minions slid him back as crystals continued to grow from his body.

"No! Kevin!"

Two large cuffs grew from the floor and held Kevin in place.

"This is the only piece of Taydenite in this spiral of the Milky Way. Or at least, it was until you came along."

"You're garbage, Vulkanus!" Kevin shouted as the Taydenite coated his face and he continued to grow larger.

"You owe me."

Vulkanus' minions climbed on the mountain of Taydenite growing from Kevin's back.

"I'm gonna take it out of your hide, then sell you piece by piece!"

The minions then started to chip away at Kevin's body, Taydenite shards falling off of him and into the mine carts on the sides of him as Allison watched helplessly.

"And I'm gonna do it forever."

"No!"

"Do what you want to me! But leave my sister out of this and Ben and Jen Tennyson get that holo-viewer!"

"Ha!" Vulkanus flicked the hologram away towards the wall. "You're in a bad position to make demands."

"He would be," a voice said as Big Chill appeared and Lucky Girl and Huntress appeared as he looked upwards to see Kung Fang spread her wings out after hanging upside down from the ceiling before swooping downwards and unsheathing her swords.

"But he's with us," she said.

"You guys followed me?" Kevin asked.

"Well yeah," Huntress said, winking to Allison.

"That whole get mad and storm off act? Please," Big Chill said.

"You have friends?! _Had _friends."

Vulkanus pulled out a flamethrower and blasted Big Chill back into the wall with a shout as he hit the wall behind him, causing debris to fall down.

The minions swarmed outwards towards Lucky Girl, their pickaxes glowing bull as she sent out several energy tendrils that wrapped the aliens up and tossed them away, bringing up shields to block the swipes, that instantly shattered once they were hit.

Huntress fired several of the minions away with her arrows and combated them wit her metal spear, doing several fancy flips and kicks, sending them flying away as she shouted out in fury.

Kung Fang blocked several of the axes away with her katanas as she blew the minions away with a gust of wind from flapping her wings as she moved towards Vulkanus, who moved the debris away to find nothing where Big Chill once stood.

Big Chill phased through the wall behind him and glared before Vulkanus turned around and gave out a blast from his flamethrower, which Big Chill froze with a gust of supercold air that froze the flamethrower.

Vulkanus threw the flamethrower away and tried to punch Big Chill into the ground, only for him to go intangible, causing Vulkanus to punch through into a machine.

"Great way to break your hand," Kung Fang smirked as she flew beside him.

Vulkanus brought his hand out only to find that it was destroyed, and leaking oil, signifying he was in a cyborg body.

"Told you so."

"You guys wouldn't even be fighting if you knew what he did to me!"

"He stole. He ran. That's Kevin," Big Chill smirked.

Vulkanus sprayed some oil into Kung Fang's face as she shouted out with a glare.

"Is that really necessary? I'm already blind!"

He grabbed her wing and tossed her into her brother, causing both to slam into the metal wall and slump down, unconscious

Allison absorbed the metal ground and grabbed a pickaxe, tossing them into each other with a shout and pounded all of the aliens away with her immense strength and blocking the pickaxes with her armor.

Lucky Girl gave out several blasts of energy towards the aliens, tossing them all away and causing them to shout out before she blocked a pickaxe with an energy shield and blasted it back, sparking out and exploding causing the aliens to fly back.

Huntress flipped over another swarm of minions before she leaned back and fired her bow, hitting a pickaxe, blowing it up and creating a row of explosions that caused the aliens to fly back into a heap, all unconscious as she flipped her hair back with a smirk.

It was at that point that Kung Fang and Big Chill came to with a groan before Vulkanus picked Big Chill up with his good arm.

_"I'm _the injured party here! When the Plumbers came after me, they blew up my ship!"

Big Chill's green eyes widened and he grinned with a wink to his sister and he gave out a cold blast of air before he went intangible and flew into Vulkanus' armor, freezing everything as he flew in and out of the armor, freezing it from the inside out.

"What are you doing?!"

"Not fun having the cold shoulder on you, is it?" Kung Fang asked before she let out her sonic screech that gave out a cold crunch from the armor and it exploded outwards, revealing Vulkanus to be a puny Detrovite about the size of a human infant. He ran away from the group as the twins fist-bumped in victory.

"Kevin!" Gwen said as she ran forwards and shot her hands out, blowing the cuffs up with an energy blast as Allison walked over.

"You alright, little bro?" she asked.

Kevin's Taydenite body started to recede and the shards sticking out of his back melted away before he looked towards his sister with a groan as she hugged him, his clothes completely tattered from the Taydenite crystals.

The twins transformed back as they walked over to the rest of the team.

"Take it easy," Becky said as Kevin struggled to stand.

"Hey, what about Vulkanus?" Ben asked as they looked to see the small Detrovite tossing the crystals up in the air in glee as Kevin shrugged.

"What about him? We're even."

Allison walked over to the holo-viewer and placed it Jen's hand.

"That's what Kevin was after?" she asked.

"Another holo-viewer?"

"I hear that this one's special," Kevin explained.

"Why didn't you tell us?" Ben asked.

"Think about it, guys. I'm an ex-con. I've done a lot of stuff I'm not proud of. Stuff that if the five of you knew, you'd probably never trust me again. So next time I say "drop it," you guys drop it."

"That's not how it works, Kevin," Gwen insisted.

"It's not what you did that matters, little bro. It's what you're going to do."

"Uh-huh," Kevin said. "So are you guys going to look at that or what?"

Jen flicked the holo-viewer on to reveal Max again.

_"Ben, Jen, if you found this message, you must be pretty deep into this mess. There's a lot I can't reveal yet but here's one thing I can: you can't go it alone. By now, you're probably meeting some of the other Plumber's kids, but you need to find more. You need to put together a team."_

The holo-viewer turned off and the team looked towards each other with a nod, understanding what they had to do.

* * *

**Crystagirl is an Ephedian from the LoliRock cartoon.**


	5. All That Glitters

Just south of Bellwood, a young girl was pounding on what looked to be a mansion with a teary-eyed look to her face.

"Let me in!" she cried. "Please. I need to see you."

The porch light flickered on and she stepped back as the doors to the mansion opened and she smiled... just as a sharp-toothed tentacle-like protrusion came shooting out at her.

* * *

Meanwhile, a group of friends talked with each other, not a care in the world.

"So, I'll meet you guys at the library after dinner," one of them said. "About 7:30 good for you?"

"You'd better. If I don't get a B on my mid-"

They gasped and parted when they saw the girl from earlier walk towards them, her skin now pale as a sheet and completely devoid of energy and walking like a zombie down the street.

* * *

Meanwhile in Bellwood outside of the general store, Kevin and Becky stood by Kevin's car as Kevin drank a smooth and Allison started tuning up her bike as Ben and Jen sat down on the sidewalk, replaying the holo-viewer over and over.

_"You two can't go it alone. By now, you're probably meeting some of the other Plumber's kids. But you have to find more. You need to put together a team."_

"We need to put together a team," Jen said as she put her hands on her chin as her brother sat next to her.

"But who knows how many other Plumber's kids there are?" Ben asked. "We have Alan and Jess, but we need to find more."

Kevin, Becky and Allison stood by helpless to their situation.

"You think we should be worried about them?" Kevin asked. "They have been watching that thing for hours."

"Being heroes mean the world to them," Allison said. "And the fate of the world and the grandpa, everything they love is at stake here."

Becky nudged Kevin with a smile.

"So..." she said. "Are you going to ask my sister out or what?"

"Huh?" Kevin asked, stumbling back at the sudden question.

"You heard me, Kev. The six of us spend all of our time together and you obviously like her a lot," she said. "Even she knows it. She's not stupid."

"Yeah, little bro," Allison smirked, walking up. "It's more than obvious. We all see you mooning at her when you think she's not looking."

"Mooning?" Kevin asked.

"And she likes you," Becky said, jabbing his shoulder. "Most of the time. She wants to ask you out. We talk about it a lot before we go to bed."

"See, Becky? That's the problem. The guy does the asking."

"When?"

"Don't push me."

_"Don't push me," _Becky mocked as Gwen walked over to the group.

"What are we talking about here?"

"Oh, you know. Just us rambling."

"This is getting us nowhere, bro," Jen said as she stood up from the walk.

"You know, guys, my dog used to gnaw at the same spot on his butt over and over," Kevin said as the twins walked over to the rest of the team. "The veterinarians put a cone around his neck."

"Hey, easy does it," Ben said. "And we're just weary of finding these Plumbers' kids."

"And we're just worried about you guys," Allison said. "You want to go fight some aliens or something?"

"Or something meaning?" Jen asked. "Can we see your Plumber's badge?"

Kevin pulled out the badge and placed it in Ben's hand. He activated it and showed a series of green blips all throughout the Bellwood area.

"Each of these blips represents the location of another badge," Ben explained.

"Yep," Kevin said.

"And where there's a Plumber's badge, we'll find a Plumber. Or at least a Plumber's kid," Jen finished.

"Come on," Becky said as they all went into Kevin's car. "You're driving."

Kevin looked to see Gwen leaning against a pole, twirling her red hair as Allison got onto her bike and revved it up.

"You coming, Gwen?"

"Right behind you," Gwen said as she got off the pole and into the car.

"Let's do this."

* * *

The car drove down the highway with Allison driving behind it as Gwen sighed in the backseat with her sister and cousin next to her with Ben in the front seat looking at the map from the badge.

"Plumber, Plumber, Plumber," Gwen said with a sigh. "You guys ever notice that if you say a word enough times, it loses its meaning?"

"I know, right, sis?" Becky asked with a faux surprised look. "Like a chance to ask someone out? Every time that chance comes along, it has less and less of a meaning until you have no more chance at all."

Kevin twitched in anger at the girl talk behind him as Jen sighed and looked out the window. "Oh for crying out loud."

"Are you guys having a fight?" Ben asked.

"What about you, Jen? You had any major crushes lately?" Gwen asked.

"Not really," Jen said. "I'm just waiting for that one special guy to come along. See me as a great girl to be with and who loves me for me. Not because I'm a super hero."

"Don't worry. He'll come. They always do," Gwen said. "Hey Kevin? Did we ever tell you when Ben had a crush on a girl who turned out to be a lesbian?"

* * *

Down the highway into the town which turned into busy traffic, a young African American girl walked down the sidewalk, stepping awkwardly with no sense of direction and she stepped into the road as the honking cars passed by.

A large truck got into her path and the driver gasped and gave a sharp turn left, which caused the truck to suddenly swerve and fall over, damaging the supports of the bridge that was just ahead.

On said bridge, Kevin's car and Allison's bike pulled up just to see the crash happen and they all got out to see the bridge start to crack and crumble down as they activated their suits.

Kevin and Matter Girl looked down to see the unconscious truck driver in the car that was on fire and about to reach him, not that he would notice.

The others looked to see the bridge about to cave in as Omni-Green turned to his sister and cousin.

"Jen, Gwen!"

A yellow car went off and Omni-Pink and Lucky Girl both created energy platforms beneath their feet before sending out an energy platform that caused the car to slide harmlessly down to the road.

Omni-Green wiped his brow as he looked to see the bridge continue to crumble as the drivers got out of their cars and started to walk towards the safe part of the bridge, only for a thud to happen.

"It's caving in!" Huntress gasped as she saw the civilians start to struggle to stay on the bridge.

"Quickly!" Omni-Pink said as she created an energy slide for the civilians to slide down to the main highway.

Seeing the bridge start to give way, Omni-Green slammed down the Omnitrix core to turn into...

"Humungosaur!"

He then leaped down, got under the bridge and grew to 60 ft. to try to keep the bridge upright.

Kevin absorbed the metal from the truck below and ripped off the door as his sister helped the driver by holding him over her shoulders.

"Guys, get everyone down!" Humungousaur begged. "I can't hold this much longer!"

As they continued to slide down the mana slide, Huntress took a look and saw the girl from earlier still wander into the oncoming traffic.

"The girl!"

"Ben, Jen!" Matter Girl shouted.

"Kind of busy here!" Omni-Pink said as she kept the slide going.

That was when a young man with blonde hair and blue eyes wearing a coat and brown pants came flying down in a golden aura and swiped the girl out of the traffic just as an oncoming car came by and onto the sidewalk as the car swerved to a stop after making a sharp turn.

The Omni-Team looked up in awe at the young man before them as the last civilian came down the slide and the truck completely engulfed itself in flames as Lucky Girl turned to Humungousaur.

"That's everybody. You can let go now."

Humungousaur shrunk down, letting the bridge crumble to the ground below as he timed out and everyone regrouped below.

Meanwhile, the girl gasped as the young man comforted her and she looked to the Omni-Team.

"I have to get out of here! I was running and I-"

"It's okay, Trina. You're safe now. These guys saved you."

"Us? No way," Huntress said, shaking her head. "We saved everyone else."

"Your friend's the one that saved you," Omni-Green smiled. "He's just being modest."

"Whoever you guys are, whatever you are, thanks. Something strange has been happening to the girls at our school lately."

"Well, we're glad to help," Omni-Pink said. "We made a good team out there."

That was when Omni-Green looked to the young man's belt and saw the familiar symbol.

"You have a Plumber's badge."

"Yeah, my dad gave it to me. You guys know about the Plumbers?"

"At this point, we may as well _be _them," Matter Girl said as she nudged her brother who showed his badge.

"I'm Ben Tennyson. This is my sister Jen, our good friend Allison, her brother Kevin, and our cousins Gwen and Becky."

"Wait. Ben and Jen as in Ben and Jen Tennyson? The Omni-Twins? I am a huge fan of your work from five years ago. But I heard you guys disappeared."

He shook Jen's hand, and to her degree, she felt a slight shock of energy run down her spine as she shook, followed by shaking her brother's hand.

"I'm Mike Morningstar."

He then shook Kevin's hand and then, the rest of the girls, who felt the same shock of energy that Jen felt.

"Oh," Lucky Girl said.

"Sorry, that's never happened before."

"Maybe it's because we both have powers?" Jen suggested.

"That's a theory," Mike smiled as Jen shook her hand from the sparks.

"Anyway, now that we all know each other," Kevin said, impatiently as Mike helped Trina from the ground.

"I'd better make sure that Trina gets home safely. But after that, we could meet up at my place to talk."

"I could make something for us for dinner," Allison suddenly piped up as Mike smiled.

"That would be nice."

"Sounds good," Ben said.

"I'm in," Jen said.

"Sure," Becky and Gwen said.

"Whatever," Kevin shrugged. "Can't wait."

Mike walked over to Trina, picked her up and then flew her back home with his golden aura surrounding him as the girls, especially Jen and Gwen, blushed at him as he flew away before Ally slapped herself in the face to get herself focused.

_"What am I thinking? Focus, Ally. You do not find people attractive that way. You are a tomboy!"_

The camera zoomed into Trina's arm that had an eight pointed star surrounded by a brown circle.

* * *

"Shut up!" Becky said as they walked around Mike's mansion in total awe.

"My mom and her new husband live in the main house. They leave me alone, let me do what I want."

"Cool," Ben said as they looked at all of the machinery surrounding them.

"After you," Mike said as Gwen and Jen blushed hard and stepped forwards into the room as the boys, plus to a lesser extent Allison and Becky, jaw dropped at him as he walked in.

The door then closed on Kevin's nose as he was the last one in.

"Ow! Nice one," he glared.

"Whoa," Jen said, looking around. "What is all this stuff? I want this for my room."

"This is just some of my dad's Plumber gear. I brought it over from his headquarters," Mike explained. "I could take you girls there later if you want."

"We'd all like to see it," Allison said with a nod.

"It'd make _my _day," Kevin glared.

"Here, Jen. Let me show you something," he said, taking the heroine's arm and leading her over to his computer, that showed a bunch of maps and meters on the screen. "I'm patched into the central Plumber's monitoring network. It's connected to everything: global and interplanetary internet, earthbound law enforcement frequencies, oh, and of course the badge communicator channel."

"Come again?" Becky asked.

"Oh, come on. You guys did know that the badges function as communicators, didn't you?"

"Actually, no," Ben said.

"So you keep an eye on things with this stuff and you use your powers to help people?" Gwen asked.

"Cool. You're like your neighborhood's very own superhero," Jen smiled.

"I guess so. Even so, I'm nothing compared to the likes of you guys, the L-Crew or the Miraculous Team. I'm just one guy, I have nothing on you."

"You know what I'm thinking?" Ben asked, nudging his sister as she nodded, a hot blush forming on her cheeks as Allison noticed as well, a smaller blush on her cheeks before she took deep breaths, trying to fight these feelings inside her.

"I do," Jen said.

"I know what _I'm _thinking," Kevin growled as the twins approached Mike.

"You should join our team, Mike," Ben said.

"Really?" Allison asked as she put her hand on Ben's shoulder. "He's kind of new. Don't you think we should, I don't know, get to know this guy a little more?"

"What's to know?" Jen asked.

"Do you want him on the team because you like him?" Becky said to her.

"No!" Jen said, shaking her hands. "He's got the powers, he's got the gear."

"He's got a sparkly trail when he flies," Kevin added.

"And it's what Grandpa Max told us to do," Ben finished as he approached Mike. "Our Grandpa Max was a Plumber. He disappeared recently looking into this big alien conspiracy going on with Earth caught in the middle. The six of us are trying to find him so we can stop whatever this is."

"Do you wanna help?" Gwen asked with a raised eyebrow and a blush.

"I'd love to."

That was when the lights in the room started flickering and the computers and screens rendered static.

"What's the matter?" Kevin asked. "Forgot to pay your electric bill?"

"The electricity's been a little incompatible lately. No worries. My backup generator kicked in."

"Backup generator?" Allison asked. "This guy has everything... maybe a little too much so."

Ben looked at the screen and his eyes widened as the pie-chart like scale started to fluctuate.

"This isn't any ordinary power surge. Look at this spike in power usage at the local power sub station. The energy drain is enormous. Too enormous to be anything human."

"Really?" Mike asked, looking at the scales.

"You did say that something strange was happening with the girls in town," Becky said. "I think this qualifies as such."

"If you need to check it out, Mike, we can help you."

"Thanks," Mike said. "We should probably check it out."

As the group walked off, Jen saw a spot of brown on her right arm and gasped to see the star symbol before she ducked into a corner and waved her left hand over it.

_"Procidat Deceptionem."_

The star symbol shimmered and faded from view as she hurried after them.

Gwen looked on her arm and noticed the same symbol on left arm and she gasped before pulling her sleeves down to hide it before running for the rest of the group.

* * *

After suiting up, the group made their way to the local power plant, walking through carefully with Mike taking the lead.

Omni-Green generated a green energy blade from his arm to cut the chains, only to find that the gate was unlocked.

"Okay..." he said. "Not good."

"Stay sharp, guys," Huntress said. "Whoever caused that power surge is still here."

Matter Girl glared forward, only to see her vision start to blur for a few seconds and she shrugged it off as she followed from the rear.

They went through the plant's generators, hearing a buzzing sound from the electricity as Mike smirked.

"Sounds like the buzzing sound you hear in old monster movies."

"Any time you hear a sound and your only reference is monster movies, that's a good cue to run," Kevin said.

"Rule of thumb," Matter Girl smiled. "I like that, bro."

The group turned a corner and gasped when they saw a girl standing between two generators and the electricity surged through her and she shot her eyes to the group, looking quite zombie like.

The girl shot forwards and growled at our heroes before running forward, ripping a generator off its hinges and tossing it towards the group.

Lucky Girl created a shield in front of her that blocked the generator as the zombie girl walked forward... right as several more zombie girls came from out of the shadows and advanced towards the group as Omni-Pink's eyes widened and she noticed they were all wearing the same white collared shirts and black skirts with tons of black and white star symbols on their arms.

"Zombies," she said. "Okay, I'll admit, that's a new one."

"They're all wearing uniforms from my school but I don't recognize them at all."

The girls ripped some poles out of the ground and tried to use them as weapons, only for Mike to shoot out golden blasts of energy outwards that sent the zombie girls flying back.

"Energy bolts, nice," Omni-Green smirked.

"I've seen two girls that do that better," Huntress said as she suddenly felt wobbly on her legs for some reason.

"Don't hurt them. Maybe we can reverse this... whatever it is," Mike suggested as the ombie girls rushed forwards with their poles, attacking Matter Girl and Kevin as Matter Girl grabbed her hand and flipped her over as she absorbed a bit of electricity from the generators and blasted it at the girls.

"Try not to hurt _them?_" she asked.

"What about us?" Kevin shouted as Mike flew in the air and Lucky Girl brought up a shield as the Omni-Twins blasted out their pink and green energy bolts from their gauntlets.

However, as the battle went on, Omni-Green noticed his sister getting a little bit sloppy in her execution towards the battle, which was completely unlike her. She seemed to be slacking a little as she blasted out her energy blasts before she ducked from a pole and sliced upwards with her energy blade that generated from her wrist.

Huntress reached into her belt and flicked out her bow and aimed an arrow towards a zombie girl precariously and then she groaned as she felt a dizzy spell go over her and blasted the arrow, which just nicked a zombie in the shirt and stuck her to a metal generator as she dodged a swipe from another and kicked her to the curb with a groan.

Kevin absorbed the metal from a generator and blocked a zombie's strike towards him before blowing her back with an uppercut to the jaw and then kicked outwards, knocking her back. He looked towards her sister and noticed her dodging blows as well before she punched a zombie in the gut with some hesitation as she looked towards Mike and blushed briefly before slapping herself in the face.

"Get it together. What is wrong with me?" she told herself.

Omni-Green dodged a blow that a girl gave into the generator door, sticking in. She then pulled the wires out, sending out a surge of electricity. He then adjusted the dial on his Omnitrix and slammed the core down.

He transformed into an alien made of extremely durable crystal. His body is overall purple, with several dark lines and spots. His hands and face are magenta, and he also sports six magenta shards on his back, two on his chest, and one on the top of his head that resembles a horn. His face consists of a mouth and one large green eye at the center.

"Chromastone!" he shouted as he ran forwards as the zombie girl slammed the cable into him and he just absorbed the electricity into his body . "That's not going to work. I'm a conductor!"

He redirected the lightning back at her and she groaned out, dazed.

Mike flew through the sky, blasting out golden beams of energy to the zombie girls as Omni-Pink and Lucky girl sent out an energy grip to the remaining girls, holding them in the air before the energy suddenly turned black and shattered.

Out of energy, the two girls groaned and fell to the ground and Mike caught them as the others walked over.

"Are you alright?"

Kevin growled out as Matter Girl looked at her arm, unsure as the girls smiled up at him.

"What's wrong with my sister?" Huntress asked.

"I don't know. I felt weak for a second," Lucky Girl stated.

"But we feel better now," Omni-Pink stated.

"Here. You two take my hands. Use my energy."

He then gave out his golden aura to the girls, charging them up as the zombie girls ran at them with a growl.

The two girls then shouted out and gave out a massive amount of energy bolts that slammed into the zombies, sending them flying back to the ground.

"That felt good."

Mike looked up and fired an energy bolt to the pipes above the girls, loosening them as Huntress fired an arrow to the pipes, sending them crashing down onto the girls, blocking their path as they ran away in fear.

"Nice going, bro! They're getting away!" Kevin said.

"Sorry," Mike said as Chromastone walked over and transformed back.

"It's okay. We all make mistakes," Allison said. "It's part of being human."

"She's right," Becky said, giving herself a kick in the butt to get focused from what was going on. "The important thing is that we stopped them from doing... whatever it is they were doing."

"We'll get better as we work together more," Ben said.

Mike looked down on Gwen and Jen, blushing as they walked over.

"We do make a good team."

"Oh," Jen said, brushing her hair out of her face.

"Uh-huh," Gwen blushed.

"Okay, what just happened?" Kevin asked, concerned. "You two looked like you were going to faint."

"We can't thank you enough for helping us," Jen smiled.

"You could if you two had dinner with me," he said as Allison blushed but slapped herself in the face, feeling her resolve weakening.

"Now?" Gwen asked.

"I'm hungry now. How about you two?"

"I was just going to suggest the same thing," Jen asked, somehow feeling this was wrong.

Kevin only glared outwards as Allison and Huntress looked on, concerned.

"Okay, what is up with you two?! You guys have been ignoring me ever since we got here, you guys were lousy in the fight and now you're asking this guy to dinner?!"

"Why are you pretending to care?" Gwen asked as Mike walked out with her and Jen in tow, blushing madly. "Later."

"There's no need for jealousy, bro," Allison said, pinching her brother's cheek.

"I am not jealous! I just don't trust this guy. And I don't think you should've been so quick to make him a part of our team."

"Admit it," Ben said. "You're just jealous because Gwen likes him."

"Oh, and don't tell me that you approve of your twin sister liking him too? She just met the guy!" Kevin said.

"He is pretty handsome," Becky admitted, stars in her eyes as Kevin looked to them.

"You know what? It's fine,' Kevin smiled before walking away as Ben turned to Allison and Becky.

"You girls were pretty off during the fight too," Ben said. "And Allison, since we got here, you've been saying things about Mike that you would never say to anyone, guy or girl."

"He's right," Becky said, rubbing her neck. "Kevin may have a point. Something's going on here. But what is it?"

* * *

Later after sneaking back to the mansion, Kevin absorbed the metal from the doorknob before morphing his finger into a key to pick the lock.

"This is why you changed your mind about Gwen and Jen going off with Mike? So we could sneak into his house and spy on him?" Ben asked.

"Yeah, pretty much."

"Well, stop!" Allison shouted. "He's too nice to be spying on!"

"Are you even listening to what you're saying, sis? This is so unlike you in particular!" Kevin shouted. "I'm telling you guys, he's not right in the head. If you guys aren't going to check the guy out, I am."

"This isn't right, Kevin," Becky insisted as she went for her belt. "I mean, this is something that the old Kevin would do."

Allison absorbed the metal from the stair railing as well and morphed her arm into a blade as Becky glared.

"Step away from the door, Kevin! I'm warning you!"

"You girls really want to fight me over some new guy? Is that how you want to build a team?"

Allison shouted out and ran ahead, tackling Kevin to the ground and punching him in the face with her large metal hands, causing him to groan out in pain as the door opened.

"Oh, sorry!" she said as he got up. "I don't know what came over me."

"And they say I didn't learn anything in the Null Void. But I learned to know when someone's shifty."

He then suddenly got the urge to dodge an arrow that flew at him as he used his metal armor to block all of the arrows that Becky fired at him with a shout as she glared.

"What is with the girls today?" Ben asked himself. "They would never do this. Maybe whatever affected those zombie girls is going around."

"Is Mike home?" a voice asked and they looked behind them to see Trina walk ahead with a concerned look on her face. "He hasn't called me back since you and those new girls showed up."

"Uh, you're Trina, right?" Kevin asked as he and Allison moved out of the bushes, leaves and twigs tangled in their hair. "Yeah, Morningstar ain't here right now. We're just picking up some stuff for him."

"Then you know where he is," Trina said. "Can he take me?"

"Paws off, lady! He's ours!" Becky shouted before covering her mouth with a gasp. "What is going on with us?"

"He's... busy," Ben said.

"I need to see him. Why won't he see me?!"

Kevin's eyes then looked to Trina's arm to see the same star-in-circle mark on her arm.

"Where did you get those marks on your arm?"

Trina shrugged as the team huddled.

"Girls. Show me your arms."

Not noticing before, Allison and Becky showed their arms out and gasped when they saw the same marks on their left arms as Kevin groaned.

"I saw those same marks on that zombie girl who tried to tenderize me."

"I just want to see Mike!"

"Yeah, we're getting that," Kevin said before turning to the others. "Call me crazy, but is it possible that Morningstar is the one making all the girls this way, including you, Jen and Gwen?"

"You're crazy," Becky said, feeling woozy.

Trina stepped up as Kevin turned to her.

"Excuse us," Kevin said as he took the others back. "Look, it didn't really hit me until just now, but Gwen's been wearing her sleeves lower than usual. She was totally hiding something."

"Are you saying that Jen and Gwen have those marks too?" Ben asked, looking to Trina.

"I didn't see them for sure, but it makes sense."

"Then why doesn't Jen have them? She doesn't wear sleeves," Allison asked.

"Maybe an illusion spell? She is a prodigy at magic."

"You know, come to think of it, Trina was all weak and wobbly when we first saw her on the highway," Ben admitted.

Kevin nodded.

"Jen, Gwen and you two were the same way at the power plant. You may have caught whatever bug is doing this. It clearly only affects girls."

"Yeah," Kevin said. "And the bug's name is Mike Morningstar. And we have to stop him."

* * *

Mike was in a a building by the lake alone with Gwen and Jen as they sighed and Jen brushed her hand on her Omnitrix and sighed as Mike walked over to them.

"I"m really glad I met you girls," he said as he took Jen's hands and she sighed.

"Me too."

Gwen raised her eyebrow, fuming as she glared at her cousin.

"I knew there was something special about you from the moment I first met you."

"I felt it too," Gwen said, brushing her hair.

"And now... all those other girls mean nothing to me."

Mike showed his hand, which had the mark on it and grabbed Jen, lightning surrounding them both as Jen felt herself start to grow weaker and weaker as she groaned out and slumped to the floor, barely conscious.

"No!" Gwen shouted before she received the exact same treatment as her cousin.

"Your energy is unlike anything I've ever felt before. Especially Jen's. When it flows into me, I feel... invincible."

The energy fueling Mike was almost intoxicating as he felt himself just glow, his skin and hair glowing with a bright golden sheen as he smirked down to his batteries.

"From the moment I saw you two, I knew you would be the only girls I would ever need."

* * *

"Are you really sure about this?" Ben asked as he sat in the front seat with the girls in the backseat. (Allison chose not to take her bike because at the moment, she felt too weak to drive. She was barely conscious as it was as she felt her energy draining away. "The fact of the matter is you've been against Morningstar from the moment we met him."

"It's true," Kevin admitted. "I admit, at first I was jealous of him for being an arrogant, bratty rich kid."

"Who my sister likes more than she likes you," Becky chuckled weakly.

"Yeah, some of that was true, but that's not the point. The point is now, Jen and Gwen are in trouble! You and your sister are too stuck on following your grandfather's instructions to see it."

"If Mike is the one turning those girls into zombies, then why aren't Trina or Becky or Allison zombies?"

"I don't know!" Kevin said. "Maybe it's like a vampire thing. It takes some time before they go full zombie."

"Are you listening to yourself, dude?!" Ben shouted. "Mike's been helping us ever since we got here. If he's bad, why did he fight those zombie girls with us?"

"Ah, but he didn't, remember? He told us not to hurt them, then he 'accidentally' blasted into the pipes and let 'em get away."

"Okay," Allison groaned out weakly. "Let's say that you're right. Where are we going to find them? We don't know where they went for dinner."

"Easy," Kevin said, holding up his Plumber's badge and activating the map. "We find him."

* * *

The group followed the map to make their way to the building by the lake and stood outside as they saw Becky and Allison start to grow paler from their energy draining and the star markings started to grow in numerous amounts on their arms as Allison groaned in pain.

"Kevin, look at me," Allison said. "You got to knock us out, bro."

"What?"

"We can't risk fighting you like those other girls. We know all your ins and outs and we won't be able to control ourselves," Becky said. "Knock us out before we turn."

"Okay," Ben said. "Can you show me how to do that Hephaestan Neuro Grip thing you do?"

"It's simple," she groaned out as she guided his hand. "Just squeeze the joint between the neck and shoulder. That's where the brain activity travels down, which causes the body's tendons and muscles to seize, knocking the target out."

"Okay, I'll try."

He squeezed her joint, causing her to gasp out in shock. Her eyes rolled back inside her head and she fell to the ground, fast asleep. He then repeated the process to Allison, causing her to groan out as she fell asleep.

"They'll be alright," Kevin reassured his friend as he picked up the girls and laid them back in the car before he gave his older sister a light hug.

The boys looked up to the building before Kevin pointed to the road beside them.

"The highway we found Trina on is that way. She didn't just wander out there by coincidence, Ben. She was trying to get away from Morningstar."

"Let's just stop with the crazy theories and find the girls, okay?"

The boys walked down the stairs and gasped once they saw Jen and Gwen looking like zombies, all shriveled up and pale-skinned as Mike drained their energy, his skin glowing a bright gold and his eyes glowing white.

"Um, Ben? Crazy theory: confirmed."

"Gwen! Jen!" Ben shouted.

He gave out a massive blast of golden energy, knocking Ben back as Jen groaned and saw her brother get blasted back.

"Ben... no..."

Kevin ran forwards and absorbed the floor with a glare. "Get away from them, you jerk!"

Mike only blasted out the energy, stronger than before as he ran forwards and blasted him back, dissolving his armor.

Ben activated his Omnitrix and transformed into...

"Jetray!"

He flew forwards to Mike, avoiding his golden blasts and firing his green energy blasts from his eyes and tail, which Mike only blocked effortlessly.

"Go away! They're mine now!"

He blasted Jetray with his strongest blast yet, knocking him back and causing him to change back, unconscious.

Jen groaned as she tried to reach her Omnitrix and she groaned outwards as her hand fell down and she drew a sharp breath.

"Hey!" Kevin shouted as he ran forwards and smashed him into the floor.

He then gave a sharp punch aimed at Mike's face, but he avoided it by simply moving his head to the side. Mike then leaped forward and flew through the air, dragging Kevin's face across the ground and he tossed him away. Kevin gave out a few punches that Mike simply avoided by moving his body to the side. He punched Kevin in the face with a right hook and then thrust his hands out, giving a powerful blast of white-hot golden energy outwards, ripping Kevin's armor apart and he groaned and fell to the ground, unconscious.

"No..." Gwen groaned weakly.

"You're all out of your league."

"Mike... please," Jen groaned on the floor, all of her energy gone. "Do what you want with us... just don't hurt them."

"Oh, Jenny," he said, brushing her chin. "Why use your powers to help people when you can use them to take whatever you want?"

He spread his arms out, revealing the rest of the zombie girls behind him, moving forwards. That was when he gestured to see Becky and Allison move in from the entrance as well, all of their energy gone and moving like zombies as well.

"All I ever wanted was power, and then you brought me these two energy sponges here. I guess I should thank you guys. And I know the perfect thing."

He looked upwards and saw the air conditioner in the air ducts and aimed his hands to blast it down to crush the boys, only for his energy to start draining once Jen and Gwen moved upwards and grabbed his arms with all of the strength they had, starting to absorb their energy back (along with some of his own) their features returning.

"What are you doing?"

"Coming to our senses," Gwen said.

Jen then weakly dialed in her Omnitrix and slammed the core down, transforming her into...

"Crystagirl!" she shouted, her energy instantly restored and the markings vanishing from her arms as she gave a sharp kick to his face before giving out a strong blast of pink energy with a shout as Mike was blasted into the wall behind him before she created large pink crystals beneath her feet and then ran upwards, the golden skin breaking away from Mike as Gwen shouted out, her tattoos and eyes glowing white and she gave out a massive blast of magenta fire outwards, blasting him into the wall as he glowed white and the energy flowed out of him and back into the girls as Jen transformed back.

"Ben, Kevin!" Gwen said as they created energy platforms beneath their feet and ran down to help their friends as the other girls, including Allison and Becky all crowded around Mike, his skin now grey and devoid of their energy.

"Girls... come here to me. Give me your power. Help me. Feed me!"

The girls all crowded around Mike angrily and swarmed him.

"What? No! Ah!"

He glowed yellow and the energy blasted back, sending the girls (all now looking back to normal), as they slammed into the ground before standing up and looking at their former master.

"Glad that's over," Allison said, brushing herself off and shuddering at the memory of how she felt about him. "I've never felt so disgusted in my life."

Becky then walked over to Mike, now looking rather like a zombie himself and took the badge from his belt and pocketed it herself.

"You don't deserve this. Get some help."

Mike groaned outwards and then the team walked away back to Kevin's car.

* * *

As Kevin's car moved out back to Bellwood with Allison on her motorcycle beside him.

"Listen, guys," Ben said. "I'm sorry that I took Morningstar's side over yours. And more importantly, Jen, I'm sorry that I wasn't watching your back. I was a pretty lousy brother today, wasn't I?"

"Yeah," Jen said. "But it wasn't your fault. He manipulated all of us."

"I guess Morningstar had some kind of control over us," Gwen said.

"No, guys. It was my fault. I was in such a hurry to build our team that I ignored the danger that came along with it. If the two of us are going to be good leaders, I need to show better judgment of who I trust."

"If you're gonna be a good leader, you're gonna need to stop sounding like such a jerk, Benji," Kevin said as Allison nodded from her bike.

"Kevin!" Becky said.

"No. He's right," Ben said. "I'm a jerk."

"It'll be alright. Tomorrow's another day," Jen said. "We led this team for almost two years before. We can do it again. But that means we have to trust our teammates and each other."

"Yes you will," Allison said.

"So, Kevin?" Jen asked, raising an eyebrow. "When exactly do you plan to ask Gwen out?"

"Um, uh-" Kevin sputtered as everyone laughed out loud as they went back home.

* * *

**Next time on Ben and Jen 10:**

**Max Out**


	6. Max Out

It was a dark rainy night in Santa Mira town close to Bellwood. A figure in a beige trench coat and a fedora was standing close by to a local coffee shop. He adjusted his hat and walked inside and sat down at a table.

A middle-aged female waitress walked to his table with a clipboard.

"What, did you hear about the special, sir?"

"Just a coffee, ma'am."

"We don't get too many strangers around these parts, honey. What brings you to Santa Mira?"

"Great fishing, great weather."

The waitress looked on and raised her eyebrow skeptically. "Our fish are all farm-raised. And this is the rainy season."

The man took his fedora off to reveal a now 65-year old Max Tennyson.

"I was misinformed."

The waitress walked over and placed a plate covered with a cloche on Max's table. "Here's your special."

"I didn't order that."

"It's on the house."

She lifted the cloche to reveal a parasite-like creature with the brain and tentacles of the DNAliens leap out at Max, who quickly swatted it away. The waitress grabbed Max and struggled as she smirked and he headbutted her.

"You're one strong lady. Or are you?" Max asked as he pulled her face off, revealing an ID mask and that the waitress was a DNAlien!

Max pressed his legs up on the table and kicked back, sending them both crashing into another table.

The parasite crawled towards Max and growled out before the retired Plumber grabbed the coffee pot and slammed it down on the parasite, killing it.

"I said just coffee."

* * *

Meanwhile at the Bellwood car wash, Kevin was washing his car and Allison was tuning up her bike, which was looking better than it ever had in the 2 years she's owned it. The twins stood by with a begging look.

"Um, no," Kevin said. "Wait, let me put that a different way. Heck no!"

"Come on, Kevin!" Ben said. "He's our cousin!"

"He was supposed to be home from college two days ago," Jen said. "We're worried."

"And you want me to waste my time driving my car to go looking for your cousin?"

"Yeah, pretty much."

"I'd be happy to help, but my bike only holds two, max," Allison said.

"I know how it sounds, Kevin," Jen said. "The police said to wait, I'm sure that he's fine. We just don't know where he is."

"Daytona Beach or Ft. Lauderdale," Kevin told his friends. "He's a college student."

"No," Ben said. "He called us from the road and said that his car broke down in some backwoods town called Santa Mira. We haven't heard anything since. His folks are worried. Emma's more worried than any of us."

"I can't stand to see my little sister cry," Jen said, feeling her heart breaking just by thinking about it.

"Come on, bro," Allison said. "These guys have done so much for you guys already. Just do this one thing for them."

"And I'm supposed to care about this why?"

"Because he's our brother."

Kevin looked to see Gwen and Becky standing there with concerned looks on their faces.

"Get in."

Everybody filed into the car as Allison fired up her motorcycle and the pair of vehicles drove off to Santa Mira.

* * *

"You're really sweet to do this, Kevin," Gwen said from the front seat.

"Our parents already lost me ten years ago. They can't afford to lose another child," Becky said. "I mean, Ken is-"

"Wait?" Kevin laughed as the kids raised their eyebrows. "Ken? Your brother's name is Ken? Gwen and Ken Tennyson? What's your dad's name? Sven? Glen? I'm taking to you Ben and Jen."

"Hey, my name's not like that," Becky sighed.

"Yeah. Our names rhyme," Jen said. "And it took you until just now to notice. Good for you."

"Not to mention that the four of us all share the same birthday," Ben remarked with a sigh.

"He's just playing around, guys," Allison said as she drove alongside with the window down. "He doesn't mean to be offensive this time."

"Ken took Ben to his first soccer game," Gwen said. "And he took Jen to her first concert to go see Tim McGraw when we were seven. She's been in love with country music ever since."

"When his band played at their concert three years ago, he snuck me, his sisters and our friends backstage," Jen smiled. "He's the coolest cousin in the world. No offense, Gwen and Becky."

"None taken," Becky smiled.

They drove forwards as it started to rain, much to Allison's annoyance as they drove past the sign.

"Welcome to Santa Mira," Ben said.

They drove past the coffee shop from earlier as Gwen sighed.

"For a guy who you guys claim is so cool, he sure didn't pick a good spot for spring break."

"Ken is cool, guys," Gwen said. "He didn't pick where the Awesomobile broke down."

"Wait, what?" Allison asked. "The Awesomobile?"

"His car," Jen said. "I know, nice name. We told you, he's awesome."

"Oh yeah, who could doubt it," Allison chuckled.

"I say we check out the local garages in town," Ben said. "We find the Awesomobile, we find Ken."

"Good idea," Kevin said. "I mean, how many garages can this hole of a town support?"

* * *

"Five," Allison sighed as they stood in the pouring rain at the last garage in Santa Mira. "Five garages."

"So far," Jen sighed. "And if the Awesomobile isn't in this one then we'll have to keep-"

"Hold onto your watch, sis," Ben said. "Bingo!"

"You found a bingo game?" Kevin asked.

"I found his car," Ben said as they looked through the garage window to see an old rusy rundown car inside the garage.

"_That's _the Awesomobile?" Allison laughed. "That thing makes the Rust Bucket look like a Ferrari!"

"She's got a point," Becky admitted.

"They've already locked up shop for the night," Gwen remarked as Kevin kicked the door in.

"Kevin!" Becky scolded.

"Relax, your brother's a cool guy. He'll pay for it."

Jen rolled her eyes as they walked into the garage to investigate the Awesomobile as Kevin removed the tarp from the seats to reveal...

"Ah, dirty laundry for Mom to wash, this guy sure is a class act."

"Leave our mother out of this," Gwen scolded. "There has to be something in here to have a clue for to find him."

"What, Gwen?" Allison asked. "You think he left us a note?"

"Hold on," Kevin said as he lifted the hood up and saw a small purple device attached to the engine. "What do we have here?"

"What is it?" Ben asked.

"The only thing in here that's not covered in rust. I recognize it from my dealing days. It's alien tech that provides a field that dampens internal combustion."

"Wait," Becky said. "Our brother's car was sabotaged? Who would do something like that? Ken is-"

"Too cool?" Allison asked.

"Too normal," Jen said, shaking her head. "He doesn't know anything about the aliens or us being the Omni-Team. Why would they want him?"

"I wonder when they did this," Kevin asked, touching the engine. "It's wired directly into the-"

"Ew!" Gwen said, touching a bit of slime on the car. "What is it?"

That was when the Omnitrixes started to glow pink and green and beeped out.

"I don't know. But the Omnitrixes don't like it at all," Ben said as the Omnitrixes started to beep faster and faster.

"What's going on here?"

"Wouldn't mind knowing that myself," a hillbilly said as they stood by the door. "What are you six doing in my garage?"

"You think I should call the sheriff?" his partner said.

"Yeah. You do that... Shem," Allison said, reading his name tag. "I bet that he'd be real interested to find out what happened to the kid who owns this car."

"What do you mean, young lady? How should we know? He dropped off the car, we fixed it, he didn't come back."

That was when they heard the sound of the car's engine turning over and sputtering out as Kevin glared from the door.

"You fixed it, huh?"

"We was aiming to fix it," Shem said. "But things got busy here."

The two rednecks didn't notice as Jen motioned her head to Gwen and Becky as they investigated the cooler that they set on the floor.

"Yeah, real busy work schedule you have here," Jen said, her voice dripping with sarcasm.

Becky removed the lid from the container to reveal more of the green slime and they recoiled in disgust.

"More slime," Gwen said as Ben glared.

"Okay, enough is enough. What is that stuff."

Lightning flashed in the sky and the holograms shimmered briefly to reveal the rednecks to be two DNAliens.

"Check it out, guys. It's the DNA hillbillies," Kevin smirked as the team all pressed their watches and activated their suits.

The hillbillies hocked up a massive amount of slime and blasted it towards Lucky Girl and Kevin, sticking them to the walls as the Omni-Twins backflipped backward and and sliced through the slime blasts with their energy blades before ducking backward.

The rednecks removed their masks, their ruse pointless as Huntress fired arrow after arrow at them as the twins slammed the cores down, transforming into...

"Humungousaur!"

"Firefox!"

Lucky Girl shouted out and blasted out her pink energy from her eyes, ripping through the slime as Matter Girl coated herself in the metal from the Awesomemobile and sliced the slime away, freeing Kevin.

Humungousaur, squeezed in the garage, roared out as the DNAliens turned to run away as Firefox wrapped her tail around her leg and ran forwards, giving out two fireballs that blasted into the DNAliens as she gave out a yip with a glare.

The DNAliens ran, right into Kevin, who was coated in metal with a smile.

"That was a work related accident. You can sue us if you want."

"We've got what we need," Matter Girl smiled. "What do we do now?"

"We find our brother," Huntress said.

* * *

The Omni-Team stood in front of the coffee shop that Max was at earlier as Gwen sighed, her cat mask in her hand as she sat on the hood of Kevin's car.

"I thought if we retraced Ken's footsteps, we could find something. But there's nothing here."

The twins then heard a clanking and looked to see a red truck in the corner by the restaurant.

"I wouldn't say nothing, cuz," Jen said as she and her brother quickly regenerated their helmets and ran over, lifting the door up as they saw a DNAlien tied up in the back with energy cuffs with more of the slime from before that Allison knocked over as she took something from the alien's mouth, revealing it to be a piece of a familiar looking Hawaiian shirt.

"Okay, start talking bub," she said.

That was when the Omnitrixes started beeping again and Jen looked to see them beeping faster as Ben groaned.

"What is up with you two?"

"Hold on," Jen said as she waved her Omnitrix arm over the slime and a female A.I. voice rang out.

_"Unknown DNA sample acquired."_

"Okay, I'll admit. That's a new one," Jen said.

"Um, guys," Becky said holding up the stray piece of cloth. "You two might wanna look at this."

"Oh no," Ben said, taking the cloth. "This is from his favorite shirt."

"Who's favorite shirt?" Kevin asked as his sister nudged him.

"Who do you think, bro? It's Max."

Gwen then shouted out and held the DNAlien in her telekinetic grasp, slamming him against the truck's wall as her sister pointed her spear head at its throat, just barely touching it, glaring out with venom clear in her eyes.

"Who tied you up? Tell us now!"

"Argh. Max Tennyson! He wanted to find some kid."

"Where is he?!" Jen shouted as she aimed her suit's lasers at him while lighting her hands up with pink energy and her eyes glowed pink with rage.

"I don't know! I swear! He cuffed me and left me in the back of the truck."

"We're not talking about our grandfather!" Gwen shouted as she slammed the DNAlien back against the wall multiple times with her telekinetic grip, her anger starting to get the better of her. "He can take care of himself. We're talking about the kid!"

"Where is our brother?!" Becky shouted, trailing her spear down his chest, just waiting for her chance to thrust out and impale him.

"The hatchery!"

"Thanks," Jen said as she crawled in and gave him an energy punch to the head, casing him to fall unconscious from the pain. "That's all we needed to know."

"Let's get out of here," Allison said as she twirled her keys in her hand before walking off to her bike.

* * *

Meanwhile at the hatchery, a young man was in tied to a chair in a room with a DNAlien in front of him. Ken was an 18-year-old young adult with green eyes and red hair, resembling his little sister. He had a blue jacket with a white shirt underneath, brown pants and white shoes with black accents.

"Look, I told you! I told you! I have no idea where my grandfather is! I don't know anything!" Ken shouted.

"I believe you," the DNAlien said.

"Who... what are you?"

"I'm glad you asked, Ken," the DNAlien said, removing the lid from a container. "I think the best way to really get to know someone is to walk a mile in their shoes."

He took one of the alien parasites out from the container of slime.

"What is that?"

"My shoes."

Ken screamed in terror as the DNAlien brought the parasite closer to him.

* * *

Kevin and Matter Girl drove up to the hatchery, the rain still pouring down hard as they glared outwards and got out before the team ran through the hole in the chain-link fence into the Hatchery, looking at the building ahead and the large septic tanks filled with filthy green water.

"I'm cold and wet," Matter Girl groaned, brushing her arms from the pouring rain.

"No duh," Omni-Pink said, pointing upwards. "Look."

They looked up and groaned.

"A weather machine. Like the one in Grover's Mill," Omni-Green said. "That's why it hasn't stopped raining here. The DNAliens are making it cold and rainy for... whatever it is they're planning."

"How are we going to get in there without getting spotted?" Huntress asked as Omni-Pink groaned as the team looked into the septic tank.

"You have got to be kidding me," Kevin groaned.

"I don't see any of you coming up with any better ideas," Lucky Girl said.

"Yeah, but who would be crazy enough to swim in that?"

* * *

Little did they know, arriving in the plant Max was swimming up in the filthy water, taking a deep breath before a DNAlien spotted him.

It ran forwards to try to sound the alarm, but the ex-Plumber ran up and punched him off the balcony before taking out his Null Void Projector and sucked it up, sending it to the Null Void like a ghost into the Fenton Thermos.

Max ducked through the halls, avoiding contact with the DNAliens as they walked through, looking for him. He hid behind a corner and noticed the beeping of the security system on the wall. He glared and whistled out, sending the aliens running for him before he knocked them out and sent them to the Null Void as well.

He ran forwards into the interrogation room and waved his Plumber's badge over the scanner, granting him permission for entry as he ran in and saw Ken slouched over on the ground, already partially taken over by the parasite.

"Grandpa Max...help... me!" Ken turned around and Max recoiled at the sight of his grandson partially coated with the parasite's head and his body was starting to change into a DNAlien.

"Kenny, it's okay, boy. I'm here," Max said, helping Ken up before he was suddenly shocked with a taser that Ken held as he smirked mischievously.

Max groaned in horror before he immediately blacked out.

* * *

The Omni-Team swam through the septic tanks leading into the hatchery as Kevin groaned with disgust.

"Hey, guys. Next time you guys ask me for a favor, remind me to say no."

"Hey, it's no picnic for us either, little bro," Matter Girl groaned.

"Yeah, don't be such a baby," Lucky Girl said. "Our brother is in there being tortured by DNAliens."

The team then held their breath (except for the two leaders, who had helmets on) and ducked under the grate to swim under it before gasping up.

"At least he's dry. And this stuff smells like-"

That was when Huntress felt something touch her bare leg and she gasped.

"What was that?"

Lucky Girl and Matter Girl gasped as they felt tentacles surround them and they were immediately pulled under.

"Gwen, Ally, no!" Ben shouted shouted.

"Hold on. Don't rush into this, bro," Omni-Pink said to her brother in a mutter so Kevin couldn't hear. "The last thing that we need right now is a repeat of what happened to Feedback."

"You promised that you'd never mention Feedback to me again," Omni-Green scolded.

"I felt worse for you than you did about yourself. Sometimes we need to remember our failures to help us succeed in the future."

"I guess you're right," Ben said. "But Feedback just stays between us, Gwen, Becky, Allison, Grandpa Max and Azmuth. No one else has to know."

"Gotcha."

* * *

Max was led through the facility by two DNAliens and he groaned outwards as he looked up to see the Highbreed in charge of the operation.

"Max Tennyson," the Highbreed said. "You have been active in your retirement."

"Aw, this is really just a hobby now. A man my age has to stay active," Max smirked.

"You have been a great irritation to us, vermin. You have delayed our plans for the last time."

"I'm nothing compared to my grandchildren and their friends. It's obvious that you're planning something with these parasites here."

"Xenocytes," the Highbreed explained.

"And that they somehow mutate humans into these freaks."

"It can't be helped. Their human half makes them... repulsive."

"What I want to know is, why?"

"You will soon see for yourself, insect," the Highbreed said as the two DNAliens detained the ex-Plumber and he held up a Xenocyte to him that slithered and squirmed in his grasp. "We are only mere hours away from creating the most crucial stage of our plan."

"But why my grandson? Why change Ken?"

"He was merely brought here as bait for you. With you out of the way, there will be no one who can stop us."

* * *

The others all surfaced from the tank to catch a breath, looking around for Lucky Girl and Matter Girl hurriedly.

"Where are they?!" Omni-Green shouted.

"I can't see anything down there!" Kevin shouted.

"Keep trying!" Huntress shouted as they ducked under again and resurfaced... before they saw the water start to glow pink and a huge blast of energy flew outwards with a bunch of Xenocytes flying outwards with the blast as the two heroines resurfaced, disgust evident on their faces.

"This is so wrong," Matter Girl groaned. "Come on."

"Yeah, well it's about to get worse," Omni-Pink said as they looked inside the grate. "I'm afraid I only see one way in from here."

"Oh, you're not saying-" Kevin said as Huntress nodded.

"I'm afraid so."

The rest of the group all sucked in a deep breath and then dove downwards into the tank.

"Proving my point of this being the worst road trip ever."

Kevin dove downwards as well and they swam into the hatchery plant.

As the team swam down in the filthy water, they didn't take notice of the tons of eggs at the bed of the tanks and a few hatched out, forming Xenocytes that swam towards our heroes.

They reached the other end of the tank inside the hatchery with a massive breath of air as Huntress raised her arm to see a Xenocyte sticking to her arm like a leech.

She screamed in disgust and terror as she tossed the Xenocyte away... into the feet of a DNAlien.

Our heroes then got back to back as they saw tons and tons of DNAliens surround them on all sides as Matter Girl groaned outwards as Lucky Girl channeled her energy.

"We are not good at stealth," Matter Girl siad.

"But we kick major butt," her brother said as the Omni-Twins readied their Omnitrixes, slammed the cores down and transformed into...

"Big Chill!"

"AeroForce!"

The two then flew up back to back out of the tank and towards opposite ends of the plant as the DNAliens spat out globs of green slime at them and missed each time.

Big Chill went intangible and phased through several of the DNAliens, freezing them on the spot.

"I thought you guys liked it cold."

AeroForce flew around with a caw and flapped her wings massively before sending out a massive cyclone of air outwards, sending a large number of the DNAliens backwards as Kevin and his sister came out of the tank and absorbed the floor, slamming into them with their intense strength before Matter Girl morphed her arms into hammers and slammed them, sending them flying backwards into the tank with a shout of fury.

Lucky Girl ran forwards and sent out several energy disks that blasted the DNAliens back and she ran on her energy platforms with a shout before her Fire charm glowed and she blasted out several fireballs from her hands towards them, causing them to fly backwards as she shouted out in fury.

Huntress, meanwhile, shot out several of her arrows towards the DNAliens, knocking them out on impact before she dodged downwards, collected her arrows and brought out her spear, knocking the aliens back several times with grunts of effort before she turned around and gave a roundhouse kick to one who ran beside her, bt one quick look and she realized too late that it was...

"Ken?" she asked in shock.

Kevin ran forwards and prepared to punch him before Lucky Girl brought up an energy wall to stop him.

"Wait!"

"What's wrong with you girls! I was just following your lead."

The twins then flew forwards before they dodged two arrows blasted at them.

"Don't touch him!" Huntress shouted. "It's Ken! It's our brother!"

Ken looked up to them in shock as the twins transformed back and landed on the ground.

"I can't believe it," Omni-Green gasped. "It really is Ken."

Ken stood up as Lucky Girl landed in front of him and brushed his face.

"I know you don't want to hurt us. It's your sisters, Gwen and Becky," she said to him.

"That's Ken?" Matter asked. "He actually looks less cool than his car."

"Guys, we have to help him," Huntress stated.

"He was fighting us, Becky," Omni-Pink said, taking her cousin's shoulders. "Whatever they did to him affected his mind."

"What this did to me... is set me free!"

Ken grabbed a DNAlien and tossed it away and they dodged outwards and Omni-Pink blasted outwards with her energy tendrils from her hands, creating energy tendrils around him detaining him.

"Don't hurt him! He's just sick," Lucky Girl said. "It's that parasite or whatever on him. It's making him do this."

"Then let's get it off him," Kevin said as he started to pull the Xenocyte from Ken's head as the twins went to stop him.

"Kevin, wait! You're hurting him!" Omni-Green said before the Omnitrixes started to beep out again to the Xenocyte on Ken's head. "Huh?"

_"Severe genetic damage detected," _Omni-Green's Omnitrix A.I. said in his voice.

"Huh?" Omni-Pink asked. "I wonder..."

_"Genetic code splicing error," _her Omnitrix's A.I. said in her voice. _"Should the pair of us attempt to repair?"_

"You mean try to fix Ken?" Omni-Green asked as his sister nodded.

"Yeah. Let's do it!"

The two then approached Ken as the Omnitrixes started beeping outwards and grabbed his head, causing the Xenocyte on his head to squirm out and wrapped it's tentacles around their helmet-covered heads.

"What are you guys doing?" Huntress asked.

"We'll let you know when we figure it out," Omni-Green said.

The Omnitrixes flashed out a green and pink light and the twins (without their suits) were flying through a green and pink striped tunnel with awe.

"Whoa," Ben said. "Are we inside the Omnitrixes?"

"I think so, bro," Jen said. "But if that's the case, so is that whatever it is that was on Ken."

The two then looked up to see a large outline of the infected Ken on them and they both cracked their knuckles.

"Here goes nothing."

Their bodies glowed with a green and pink aura as they shot their arms out and grabbed at the Xenocyte that quickly wrapped its tentacles around them, causing them to scream out in terror as the tentacles started to overtake them.

Soon, their eyes shot open and Ben held the Xenocyte in his hands as he placed it on the ground.

Jen then gave a shushing gesture as she focused and generated her pink energy blade from her suit's arm and then stabbed it through the alien parasite, killing it instantly before she wiped the gunk off of her blade.

"Man, the two of us are going to have to ask Azmuth for a manual for these things," Jen said, looking at her Omnitrix.

Ken, still in the energy binds, gasped as the DNAlien coating fell off of him and his sisters ran up and hugged him tightly.

"I got you, big brother," Becky said as he groaned outwards and the twins degenerated their helmets in front of him.

"It's okay, Ken," Ben said. "Everything's going to be just fine."

"Nothing's fine, Ben," Ken groaned. "I captured Grandpa. I handed him over to them, I- I couldn't stop myself. It- it was like I was watching someone else use my body."

"Wait," Jen said, standing up. "They have Grandpa Max?!"

"That's why they took me, Jen. They knew he'd come for me. They needed him out of the way. Their plan, it's... terrible."

The twins then generated their helmets back up and looked towards the stairwell.

"Let's go get him," Omni-Green said.

"Agreed," Matter Girl said, banging her hand into her fist.

"I'm coming with you guys," Ken asked.

"Be our guest," Gwen smiled, tying her mask back on.

"You wanna help?" Kevin asked. "Cool."

* * *

After fighting their way through the massive amounts of DNAliens in the hatchery, the team finally made their way towards the main room and Matter Girl sliced the door open with her blade arms before dissolving her armor and they looked to see Max tied up.

"Ben? Jen?"

"Grandpa Max!" Gwen shouted as his four grandkids all ran up and hugged him immensely as Jen sliced the binds with her energy blades.

"You're sights for sore eyes."

"We missed you!" Jen smiled as Ken, Kevin and Matter Girl smiled from the doorway, the latter's hands on her hips in pride.

"We're so glad you're okay!" Becky said.

"Me too, honey."

Ken then walked up with a sigh.

"Kenny."

"Grandpa, I'm sorry. I didn't know what I was doing and I-"

Max just walked up and hugged his oldest grandson with a smile.

"I always knew you two could do it, Ben and Jen. I'm so proud of you. All of you."

"Thanks, Grandpa," Ben smiled.

"You too, Kevin," Max said as Kevin shrugged and his older sister nudged him, which he smiled. "I've been watching, young man. You've come a long way. Might even earn that Plumber's badge you swiped from Labrid."

"Uh..."

_"Attention all personnel!" _the Highbreed's voice shouted over the intercom. _"Initiate Project DNA now!"_

"Oh, that's not good," Gwen said as they all tied their masks back on and ran forwards

* * *

The DNAliens flew down on some hovering machines and drained the liquid from the septic tanks, which showed the Xenocyte eggs resting at the bottom. They sucked the eggs up in the bottom of the machines before flying away.

"What do you think they're doing?" Jen asked as they all looked through the glass window.

"They're shipping those things somewhere," Max explained. "Putting together a DNAlien army."

They watched as the DNAliens loaded the eggs into the trucks resting outside of the hatchery.

"Guys, you need to stop them now. These Xenocytes have to be destroyed."

"Right!" Ben said as he and the others ran out before he turned back to his grandfather. "What about you? What are you gonna do?"

"What I have to."

The twins nodded to him... just as Ben felt an annoying feeling tug at the base of his brain as a memory of a vision he had flashed through his brain from five years ago.

"Ugh. What is this?"

* * *

Outside as the DNAliens were loading the trucks up, a few arrows pierced into the tanks as tons of pink energy disks flew outwards, blasting them away in fiery explosions and sending the trucks flying.

The DNAliens looked upwards to see the Omni-Team and Ken up front and Kevin smirked to the two sisters.

"Nice one."

The DNAliens growled outwards and spat out their slime balls to the team who avoided them as Ben and Jen slammed the Omnitrixes down transforming into...

"Jetray!"

"Titanosaurus!"

Jetray blasted out with his energy blasts from his eyes and tail, destroying several of the trucks as Titanosaurus used her massive strength to slam downwards, destroying every truck and egg in sight as she roared outwards in fury, smashing them away with her tail.

Ken slammed down with a crowbar, destroying the eggs, sending gunk flying everywhere before Kevin took the bar from him and absorbed the metal before handing the bar back to him and he ran forwards, smashing the DNAliens with his strength as his sister used her hammer hands to smash the eggs inside, slamming them downwards like a set of drums with a shout and grabbed a DNAlien and slammed its head down on the tray and ran it along, smashing all of the eggs with its head before she tossed him back into the truck, unconscious.

Lucky Girl and Huntress shouted out as Lucky Girl sent massive amounts of pink lightning raining down on the aliens as she walked forwards and Huntress brought out her machete and spear and slashed and stabbed her way through every DNAlien in her path.

"You kidnapped our brother, turned him into a monster, captured our grandfather. WE HAVE HAD IT!" Lucky Girl shouted out as she sent massive energy blast after massive energy blast outwards, blasting the aliens and trucks just as Huntress fired an arrow into each tank, blasting it into oblivion with a shout of fury.

"No more mercy!" Huntress shouted as she stabbed a DNAlien in the chest with her machete and trailed the blade upwards, pretty much killing it and she slammed outwards with a cry of fury.

Explosions rang out across the land as Jetray and Lucky Girl destroyed all of the trucks just as Titanosaurus finished smashing them up before they transformed back.

"Whoa," Matter Girl said, impressed.

"My sisters and cousins are awesome," Ken said in awe.

They then looked up and saw a flash of white light from the top of the building and they ran into the building as Ben saw the image of Max being held by the Highbreed flash through his mind again and he gulped.

"I have a bad feeling about this."

* * *

The team investigated the decimated remains of the area where they found Max.

"Whoa. Your grandfather has been busy," Matter Girl said, impressed.

"This way!" Omni-Pink said as they ran forwards to the open area.

They then looked outwards and gasped as Kevin nudged Omni-Green.

"So, was I right?"

"Yep. Worst road trip ever."

In front of them was a giant disgusting machine that sent out tons of Xenocyte eggs in front of them.

"Grandpa Max!" Lucky Girl shouted as they saw Max clashin a crowbar with the Highbreed as he roared out at the elderly man.

The larger alien grabbed Max's weapon and tossed it away as he roared and slammed down on him, much to the team's horror.

"Let him go!" Ken shouted.

"Stay back. Or this human breathes no more."

"Give it up, Highbreed!" Omni-Pink shouted, generating her blasters from her wrists. "We've beaten you! Your factory's toast, your trucks are smashed. It's over!"

"You fools. More trucks could be here in a matter of hours. And my DNAlien hordes-"

The team looked outwards to see the tons of said hybrids outside the building, waiting for command.

"Are already here," Omni-Green gasped.

"It ends now, Plumber! Nowhere left to run!"

"Oh, who said anything about running, chief? I was looking for the egg machine."

Max reached into his pack and revealed a Null Void Projector.

"A Null Void Warp Projector? You'll never be able to imprison us all!"

"No. But without the focusing lens, this thing will make a pretty good imitation of a hand grenade! I think this could take out half a mile!" Max said, pulling the focusing lens off as he prepared to press the button, lightning arcing out.

"You wouldn't dare! You'll be destroyed too! And your offspring!"

"Try me. Gwen, Jen, throw up an energy shield around you and the others and hold on tight. And... you be good girls."

"Grandpa Max, no!" Omni-Pink shouted as Ben realized the first part of his vision from five years ago was now coming true. "Please!"

"We can't lose you again!" Omni-Green shouted.

"Sorry, guys. It's the only way to make sure that they can't do to the rest of the world what they did to Ken. You guys will have to take it from here. I know you can do it. I believe in you. In all of you."

"Grandpa! NO!" Ben shouted as Kevin and Ken held him back and the two sorceresses nodded before they both crossed their arms and surrounded the team with a massive energy force field.

Max pressed the button and the result was a massive explosion that arced outwards, destroying the building, the septic tanks and several feet outwards, leaving everyone in a crater as Jen and Gwen deactivated the force field before Jen hit the ground, deactivating her suit as her eyes welled up with tears and she hit the ground with a groan and a shake of her head.

"That was... pretty hardcore," Kevin said, in shock.

"You okay?" Ken asked as he held Jen's shoulder and she shook her head, tears filling her eyes and running down her cheeks.

"No, Ken," Jen said with a sigh. "I don't think I am."

"He... he sacrificed himself for us," Becky said as Allison shook her head with a sigh.

"He was the closest thing to a father I've had in years," she said.

"He saved the whole world," Gwen said.

"He did," Ben said, obviously sad. "For now. But there's no way that the DNAliens are going to give up anytime soon. Not without a fight."

"We have to do right by him," Jen said, wiping her eyes.

"What do you mean?" Ken asked.

"We're saying that with Grandpa Max gone, someone has to protect the Earth. And like it or not, I think that it's up to us," Ben said.

"We're in it if you are," Kevin said.

"Bring it on," Jen said as they turned to Ken.

"You in on this too?"

"You bet," Ken said. "Call me whenever you need my help. He was my grandfather too."

On a mountaintop overhead, the Watcher observed the whole situation with a shake of his head.

"Oh, Ben and Jen. You really have no idea what the future holds in store for you two, do you. Especially you, Jen. Your destiny is fast approaching, as are the plans that the Protectors have in store for you."

* * *

A few hours later after everyone went back home, a construction team tossed away the tons of debris left behind from the crater before they pulled the hatchery sign away to reveal a Xenocyte that was still alive.

The worker picked it up and tossed it into the pail that had tons of Xenocytes still squirming around inside of it.

Lightning then flashed out, causing the workers' forms to shimmer, revealing them to be DNAliens in disguise.

* * *

**Next time on Ben and Jen 10:  
**

**Pier Pressure**


	7. Pier Pressure

Deep in the woods by Bellwood, a crater was formed, destroying a few trees and barreling a path in the ground, which led to a ship of some sort lying in the ground, smoke billowing out of it.

A black mass with green stripes leaked out of the destroyed strip before it formed into what appeared to be an infant Galvanic Mechamorph that leaped out of the crater and slithered through the woods out onto the highway.

It saw a driver trying to fix a truck with a flat tire that was pulled over on the side of the road and slithered over before leaping into the engine before merging with the truck, coating it in its liquid metal mass and pressed down the ignition and turned the wheel on its own before peeling away, sending the driver flying back before it peeled onto the highway.

"Hey! What are you doing with my-"

The driver gasped as he saw his possessed truck glared at him before driving after him, prompting him to run away screaming as it opened its engine mouth and leaped towards him.

* * *

"Give me a C! Give me an A! Give me an N! Give me an N! Give me an O! Give me an N! Give me an S! What does that spell?!" the cheerleading team said to the audience.

"CANNONS!" the audience cheered as the soccer game (minus a certain brown haired-hero who currently had business in the tennis court).

The cheerleading team, including Jen, cheered as the soccer teams tumbled over each other and kicked the ball towards the goal before a certain spiky black-haired young man kicked it into the goal, winning the game for the Cannons.

"Whoo-hoo! Go Justin!" was heard from the center as he looked towards Jen and winked at her, causing her breath to seize as she dropped her pom-poms with a gasp.

Her two friends, who were also on the team, looked towards her as the game ended.

"Jen," Simone said with a smile as she leaned in towards her. "You totally have a crush on Justin, don't you?"

"No," Jen said, waving her hands in front of her, her face completely beet red and sweating, crossing her arms in front of her throat, trying her best to deny it. "No I don't!"

"Nice try," Casey smiled. "I'd recognize that look anywhere. It's the same one that I had for Matt when he moved her."

"Yeah, but you got over him."

"True, but I think you have a chance. You're smart, nice, funny," Simone said.

"Yeah, but it's up to the guy to do the asking," Jen said as she sat on the bleachers. "What are the chances that he's going to ask me out? And if he does, what do I say? What will I wear?"

"I can see why _you're_ not asking _him_ out," Casey said, nudging Simone. "Our poor girl is a complete nervous wreck. This isn't like her."

"I know, right?'

"Hey, Jen," Justin said, wiping off his brow and walking over to her with a smile as she suddenly gasped and fell over off of the bleachers before standing up and rubbing her head. "How are you doing?"

"Uh... fine," Jen said, obviously sweating nervously as he knelt down in front of her as her friends stood to the side.

"Nervous?"

"Oh yeah," Jen chuckled with a nod.

"Take it easy. Breathe," he said as she took slow breaths and he laid a hand on her shoulder. "I've seen that look that girls have towards guys all the time. You like me."

"It's that obvious, huh?"

"Yeah, pretty much," Casey confirmed as Justin smiled to her.

"Well then why don't you just get it over with and ask me out?" Justin asked, raising his eyebrow with a smile.

"Because I'm a nervous wreck!" Jen said. "I've always heard that it's bad manners for the girl to ask out the guy and I-I-I was nervous that-"

"Jen," Justin interrupted to her. "Stop talking. I'd love to go out with you."

At that point, Jen finally felt her brain explode as she started stammering as she stood up.

"Th-th-that's great!" she said with a nervous twitch in her eye as he laughed. "Tonight?"

"Tonight. I'd like to see the new Fast and Furious movie with you."

"I like action movies too," she said as he smiled.

"See you tonight. Maybe we could go to the pier afterwards."

Justin left with a smile as Simone and Casey both cheered and ran in place a little as they hugged her.

"He just asked you out!"

"Technically, I asked him out," Jen said, her nerves not going away. "What am I going to do? What if it doesn't work out?"

"Just be yourself," Simone said. "Don't try to impress him. He'll like you just the way you are."

"Okay. Wait until the others hear about this," Jen said with a giggle as she went to change out of her uniform. "But I hope I don't blow it and reveal my secret to him."

"You'll be fine."

* * *

At the same time, Ben (not wearing his jacket), Gwen, and Becky were watching a tennis match in the stadium next to the soccer field, unawares as to what was going on with Jen.

They watched the ball go back and forth as Julie Yamamoto and her opponent swatted the ball over the net as her opponent hit the ball and it hit the net, giving Julie the advantage.

She then swatted the ball up and smiled and waved to Ben, who smiled back to her before he hit the ball to her opponent.

"See, she waved!" Gwen told her cousin. "She totally likes you."

"You should definitely ask Julie out, cuz," Becky smiled.

"No way," Ben said. "What if she discovers I'm Omni-Green? I don't want her to think I'm weird."

"You are weird," Gwen said. "But that's what gives you your charm. You're also funny and sensitive and well-mannered... unlike some people I know."

Kevin was fast asleep, lying down on the bleachers as His sister glared over him as he groaned outwards.

Julie then hit the final ball, which her opponent failed to hit, winning her the game as the crowd cheered for her, including our heroes, rousing Kevin up from his sleep as he gapsed.

"What-what happened?"

"Julie won," Allison said.

"Go ahead, Ben. Now's your chance, cuz," Becky said, pushing Ben down.

"Uh, I don't think that's- Hey!" Gwen secretly caught him in her telekinetic grip with no one noticing as she dragged him onto the field as the two players shook hands and he walked down, nervously.

"Hi, Ben."

"Julie, hey! You know my cousins Gwen and Becky?" he asked. "Sorry Jen couldn't be here. She couldn't miss her cheerleading gig."

"That's okay. Hey, guys," Julie said as she waved to the girls.

"Congratulations on your win. Ben," Gwen grunted out.

"Right. So... way to go! Great game... match... set... whatever," he finished, nervous as heck. "Well, see ya."

As the two turned to walk away, Becky grabbed his arm and tossed him back towards her.

"Back so soon, are we?"

"Yeah, so um, Julie... I was wondering if you'd like to, you know... get together? Sometime?"

"Sure, when?"

Ben was shocked at her answer as he stumbled back and turned to Gwen.

"She said 'when!' That's basically a 'yes' only more specific! Now what?!"

"You say 'How about tonight?'"

"Tonight?!" Ben gasped before he turned to Julie again. "I mean... we could go to the pier. Tonight."

"Great. Well, I guess I'll hit the showers."

"Good, yeah, me too. I mean, uh..."

"This is a disaster," Becky groaned before turning to Julie. "He'll pick you up around 7:00.

"Sometimes I wonder how this species survives," Gwen said as she picked up Ben and dragged him away.

Jen then walked inside as Allison was leaving.

"So, how did cheerleading go?"

"The Cannons won the game," Jen said. "Oh, yeah. And there's that slight detail that I have a date with Justin tonight!"

"Really?" Allison asked. "He asked you out?"

"No," Jen sighed. "I asked him."

"Oh," Allison said.

"What a coincidence," Ben smiled. "I just scored a date with Julie tonight too."

"Really?" Jen asked as she hugged her brother. "Oh man, I am so proud of you. But can we _please_ not make it a double date? I think this is a disaster already."

"Don't worry. We're going to the pier tonight."

"And Justin's picking me up and taking me to the movies," Jen said."At the theater that's located on the pier."

"Oh man," Ben said. "How long is the movie?"

"Two hours," Jen said. "Man, this is going to be awkward."

"Tell me about it."

"I mean, the Omnitrix has prepared me for everything!" Jen said as she held up her wrist. "Except for talking to boys."

"You'll be fine. You're just lacking confidence," Gwen said. "I'm still waiting for Kevin to ask me out, but he's apparently afraid too."

"What about you, Becky?" Jen asked. "I know that Ally's an asexual, but what about you?"

"Haven't found that one guy yet," Becky sighed. "I'll know him when I see him, trust me."

* * *

Meanwhile, at the site of the previous night's alien attack by the overturned truck, the county sheriff was investigating what happened and radioed the station.

"Yeah, I found that stolen truck. No, no sign of whoever took it."

Little did he know, the Galvanic Mechamorph blob slithered up to the squad car and leaped up onto it, melding its body with the car as it glowed green and black.

"What do you mean he saw it drive off by itself? That just doesn't happen!"

The siren suddenly blared outwards and the sheriff looked behind him to see his car drive off in a hurry.

"Oh, fudge."

* * *

In the Tennyson residence, Jen was a nervous wreck as she was in her room, using her telekinesis to prepare her hair and get herself ready, rapidly looking through the selection of clothes that she had, trying to find something good.

"No, no, no! Justin is going to think I'm a loser tonight!" she said, putting the clothes back into the closet as she cried out and buried her hands in her face. "I'm so pathetic!"

"You think you've got it bad?" Ben asked as he walked into her room with a shout. "My hair's a mess, my shirt is wrinkled and I have a huge zit the size of Kansas!"

"Yeah that's one big zit alright," Kevin said, startling the twins out of their wits as he and his sister walked into the room with a smile.

"How'd you get in here, man?!" Jen shouted.

"The usual way," Kevin said, dissolving the armor from his arm.

"We just wanted to check on you for your date tonight," Allison said. "Oh, and you guys may want to fix up that hole in the back door before your mom sees it."

"Come on, guys? You couldn't have kncoked?!" Ben shouted.

"I sort of did," Kevin sighed.

"Has anyone ever told you that you're a strange and dangerous person, Kevin?" Jen asked.

"Every day."

"But enough about us," Allison said as she took her best friend's hands and smiled.

"Ben? Jen? What's going on?" Emma asked as she walked into her big sister's room.

"Emma," Ben said as he knelt down to her level with a smile. "Your big brother and sister are going out on their first dates tonight."

"Yay!" Emma cheered as she danced on the ground. "Jen's got a boyfriend! Ben's got a girlfriend!"

"Hey, slow down," Jen said, rustling her head. "Justin's not my boyfriend yet. We want to see how things work out tonight."

"Same thing with me and Julie," Ben sighed. "We'll see how it goes tonight."

"Oh, and Gwen told us that Ben needs a favor," Kevin said.

"Uh yeah," Ben sighed as Jen looked to her. "Justin's going to be picking Jen up for their date here, but I kinda want to go to the pier tonight... with Julie."

"I bet you do."

"And I don't have a car... or a license... I was wondering if you could give the two of us a ride, Kevin."

"Kay."

"What?" Jen asked as Kevin walked off. "That's it?"

"No jokes? No insults? No blackmail?"

"Not really," Kevin said as his sister raised an eyebrow as Jen cuddled Emma on her lap.

"Thanks," Ben said before getting his brain working. "Wait... you're gonna wait until we get in the car and then you're gonna make my life miserable in front of my date, are you?"

Kevin smirked as he absorbed the metal from the door and destroyed the knob as he closed it. "Knobs broken!"

"You think you guys are going to hit the restaurant tonight?" Allison asked. "I could get you a discount."

"Maybe," Jen said. "We're just going to see a movie tonight. I'm not sure that dinner's in the cards for me and Justin."

* * *

After Ben and Kevin left to pick up Julie, Jen wandered the front lawn worried as she fiddled her thumbs together as Carl, Sandra and Emma stood on the porch looking as she waited.

"I can't believe it," Sandra said to her husband as Emma smiled. "Both our twins are going on their first dates tonight! They're so grown up!"

"I can't either," Carl said as he nudged his wife's shoulder. "I'm so proud to call them my kids."

Jen waited before she saw a red convertible pull up with Justin in the front seat as he honked at her and she wiped the sweat from her brow as she moved forwards and walked up to him as she got into the front seat his car.

"Hey," she said as she smiled.

"Hey, Jen," Justin said as he looked to her. "You ready for this?"

"As I'm ever going to get," Jen said as the car pulled out. "I'm sorry. I'm just really nervous. I want this go well so bad."

"Well, don't we all," Justin said as they drove down towards the movie theater. "You only get one chance to make a good first impression after all."

"They do say that," Jen sighed. "I am a pretty interesting girl once you get to know me."

"I'll definitely be the judge of that," Justin chuckled.

* * *

Meanwhile, Kevin Ben and Julie to the pier with Gwen in the front seat as Kevin chuckled.

Absolute silence in the car as Kevin looked to see Ben and Julie sitting in the seat and he chuckled to himself.

"Now, remember, Benny boy," Kevin said, imitating Carl. "Your mom and I want you home at 10:00 sharp or you can't go to the disco."

"Disco?" Julie asked.

"He watches a lot of VH1 reruns," Ben sighed.

"Give him a break, Kevin. It's his first date."

"Gosh, pumpkin, what do you mean?"

"You know exactly what I mean! At least when Ben likes a girl, he lets her know and asks her out. But gee, this is not an honest approach."

"Ben's got a girlfriend! Ben's got a girlfriend! Jen's got a boyfriend, Jen's got a boyfriend! Ha, ha, ha!"

Ben groaned in embarrassment as Julie pat his back.

"Only Emma is allowed to say that to us," Ben groaned before turning to Julie. "Our little sister."

"Ah."

As they arrived at the pier, Ben and Julie got out, not noticing the Mechamorph possessed police car leap up behind them and sneak around as they smiled to each other.

Meanwhile, at the movie theater across the road, Justin put his car in park and the two stepped out, Jen wringing her hands nervously, a bright red blush clear on her cheeks as Justin walked up to the kiosk with a smile.

"Two for Hobbs and Shaw please," he said.

"First date?" the ticket manager asked.

"Yeah," Jen said as he printed out the tickets and handed them to Jen and Justin.

"Enjoy the show," he said as they walked in.

The Mechamorph looked on its radar as Gwen and Kevin drove off, seeing the the Plumber's badge leave and saw a green and pink badge symbol, signifying the Omnitrixes on opposite sides of the pier leave towards the theater and the park.

"Listen, uh, sorry about Kevin," Ben said as he and Julie walked to the pier.

"Why is he so mean to you anyway?"

"It just makes him happy. We used to fight a lot when we were younger."

"Well, you're nice to let him pick on you," Julie said with a chuckle as Ben blushed.

Ben then noticed a lack of patrons attending the pier that night as he looked to his date.

"Slow night. This place is usually packed on weekends."

"Good. This way, we have the place all to ourselves."

"I... guess we do."

Suddenly, Ben's Omnitrix started ringing and he looked at it as it beeped green.

"Is that a watch?"

"Yeah! I really have to get this thing fixed. Hey, you want some cotton candy?"

"Uh..."

"Good, I'll get you some!" Ben said as he ran off and covered the Omnitrix.

"Great, just what I need. Everything's going great, then this thing freaks out!"

* * *

In the theater, Jen's Omnitrix started beeping as well as she groaned outwards at her wrist, catching the attention of everyone in the kiosk as Justin turned to her.

"Everything alright, Jen?"

"Uh..." Jen began before she hurriedly stuffed her hand in her pocket and faked the ringtone of her phone. "Oops! Phone call! I gotta take it!"

She ran away into the women's bathroom as she hit her watch over and over to try to stop the beeping.

"Oh, why me? Why tonight?!"

* * *

As the twins were freaking out, the Galvanic Mechamorph blob slithered towards Ben as he sat in the corner and kept fiddling with his beeping watch. It turned its head and saw the bumper car station nearby.

It then slithered away towards the cars as Ben's Omnitrix stopped beeping and he sighed in relief.

"That's more like it."

That was when the crowd suddenly screamed and ran away as the green and black-striped bumper car leaped out of the ride with its cable sparking behind him and Ben gasped and looked upwards as he saw the possessed vehicle looming above him.

"That can't be good."

* * *

As Jen's Omnitrix stopped beeping, she heard screaming from outside and gasped as she saw the patrons running away from the bumper car as it loomed outside and she ran over to Justin as he was about to walk into the theater.

"Hey, I'm sorry to blow you off, I really am. But I _really _have to go to the bathroom."

"Be back before the movie starts, okay?" Justin asked as Jen gave a thumbs-up and ran away as she ducked and changed into her Omni-Suit in a hurry, bursting outside to see Omni-Green running way from the possessed bumper car as it sped after him through some garbage cans that he leapt over with a run.

She then joined her brother as he ran away as he glared at her.

"What are you doing here, sis?" he asked. "Don't you have a date to be on like me?!"

"It's going to be fine! We'll get this done and I won't miss a second of the movie! I'm just going to miss the previews!"

They then sped past the cotton candy stand as the clerk dodged away.

"Hey! Watch it!"

"Sorry!"

He then shouted and dodged as the bumper car crashed into his stand and was sent crashing through the floor on its side with a groan of pain to find that its targets were gone. It looked upwards and saw them on the eye-in-the-sky ride with the cable cars with them climbing up on the ladder as they both generated their blasters from their gauntlets and blasted out at it, sending it crashing down.

"What is this? When Carnival Rides Attack?!"

The bumper car then hitched up its cable to send out a signal that caused the Omnitrixes to beep again as Omni-Green groaned as he looked at his watch.

"Well, that's just typical."

It then reared up its wheels and smashed into the pole, sending the twins crashing down into its seat with Omni-Pink groaning from the impact and then started to drive off.

"Okay, I am not missing my date because of a stupid alien attack!" Omni-Pink shouted as she sent out an energy tendril from her hand to wrap around a cable car and grabbed her brother to get them both out of the bumper car as it reached the barrier and turned around and glared at them.

"You think he's one of Malware's lackeys?" Omni-Green asked.

"Doubt it. You destroyed him, remember?"

"Yeah, but he never seems to stay dead when we want him to," he said as he turned to the car and Omni-Pink generated a thin sheet of energy that she flapped like a blanket towards the car.

_"__¡Bumpo! Bumpo! Ándale! ¡Ándale!"_

The car charged towards our heroes and the Omni-Twins nodded and leaped away, causing the car to crash into a garbage, finally knocked out.

The twins then deactivated the Omnitrixes and sighed.

"I hope there's a logical explanation for this. But I don't want to know what it is," Ben said as Jen hugged him.

"Gotta get back to my date. Love ya, bye!" she said as she ran off with a shout.

Neither noticed as the black and green blob de-merged with the destroyed car and slithered off as Jen rushed off back to the theater and Ben walked... right into the cotton candy salesman's path.

"Kid, you and me have a date with my insurance adjusters."

"Wait, date? AH!"

Ben quickly grabbed two sets of cotton candy and gave the change in his pocket to the clerk.

"Here's my allowance, it's all I've got!"

He ran away towards his date, who was on her phone nearby with a shout.

"And then he ran off and- wait. Here he comes now!"

"Sorry about the wait, Julie. You would not believe that line at the stand!"

"Ben. There's no one here but us."

"Except for at the concession stand where they are doing huge business!"

"I thought you'd stood me up."

"Julie, I'd never ever do that to you. It's just that my sister's on her first date tonight too and I wanted to give her some brotherly advice for it."

"Aw! That is so sweet!"

"Here, I got pink and blue. Your pick."

Julie smiled and took the pink cotton candy with a smile as Ben bit into the blue cotton candy, staining his teeth blue with a smile and a giggle from Julie.

* * *

Jen burst into the theater with a run as she sat next to Justin and took a handful of popcorn.

"Hey. The movie's about to start."

"Okay," Jen said. "Sorry. You know us girls and how long we take."

"I feel that," he said as they sighed and silenced their phones as the movie started.

* * *

Neither party noticed as at the crash site in the woods, a familiar looking alien was trapped inside the ship, which had a strong red forcefield that shocked him whenever he tried to move. He shouted out in fear from the shock, completely alone.

* * *

About 2 hours later when Jen and Justin walked out of the theater talking about the movie.

"What a movie!" Justin said as his date smiled. "Although nothing like that would happen in real life ever."

"I don't know," Jen said nervously with a blush clear on her cheeks. "I've seen some pretty crazy stuff in my life."

They both walked onto the pier as Ben and Julie walked up and saw a fighter jet ride that moved and rocked with the motor.

"This looks fun," Julie said.

"Yeah, especially if you don't mind wrenching G-forces and waves of nausea," Ben said, not noticing the Galvanic Mechamorph blob from before leap up to it and merge with the motor as the two inside the jet got down, woozy.

"So you don't want to ride it?"

"No, I'm saying that it's a good thing I didn't get us the cheeseburgers."

Ben then looked up and noticed that the jet was turning green and black... just like the bumper car from before.

"Uh-oh," Ben said as Jen and Justin walked up with a sigh and Jen noticed the jet turning black and green again.

"Oh man."

"You okay, Jen?"

"Me? No! I'm fine! I'm just exhilarated after the movie," Jen chuckled nervously with an eye twitch and Justin saw Ben and Julie by the ride.

"Is it your brother?"

"No! It's just awkward that we're both on our first dates tonight and we're both on this pier! Ha-ha-ha-ha!"

"Okay..." Justin said.

"Ben, are you hiding something?" Julie asked.

"What? No! No secrets here!" Ben lied. "My life's an open book! I'm just your basic regular guy! ...Oh, here we go again."

They looked to see the safety bars break off of the ride and the green jet glare down at the twins and their dates as they glanced to each other with a nod.

"Hang on!" Jen said as she took her date's hand hand as did her brother and led them both away as the possessed jet stabbed its wing down and tried to fly after them, only to be restrained by the remaining safety bar.

The twins led Julie and Justin to a storage closet and opened it up to lead them inside while they stayed outside.

"You two stay in here for a bit. You'll be safe," Ben said.

"What are you two going to do?" Justin asked.

"Uh... we're going to call some old friends for help!" Jen said, not completely lying as her brother closed the door on their confused dates as they activated their Omnitrixes that were beeping again and they adjusted it so the holograms showed two flying aliens.

"This looks like a job for Jetray and AeroForce," Ben said as he and his sister prepared to slam the cores down, but that was when the jet suddenly broke free from the bar and blasted off after them, causing them to stumble a bit from the vibration on the pier and the watches adjusted one more click and they slammed down the cores, turning into two different alien forms.

Ben was an orange crab-like appearance. He has pincers for hands and six crustacean legs that he and folds on the top of his head that he could open to reveal his brain. He also had a silver piece of clothing around his body that held the Omnitrix symbol on it.

Jen was an alien that had grey skin with a short red mohawk for hair on her head and pointed elf-like ears with the left one clearly chipped and had skull earrings dangling from them. She had on a pink shirt with sweetheart neckline, a sleeveless black leather studded vest, hot pink leggings with a black and hot pink skirt with two silver chains dangling from the sides, two black spiked wristbands around her wrists, and heavy combat boots with spikes around the ankles. The Omnitrix symbol was on her chest and she stuck out her hand and a red guitar with a pink hourglass symbol on the front appeared and she played a rocking power chord as the transformation ended.

Ben looked at himself and groaned.

"Ugh. I am not Jetray. I'm a seafood platter," he said. "Hmm. And apparently one possessed of a highly advanced intellect. Ergo, perhaps I should assign this new life form a more... apropos nom de guerre. What say... BRAINSTORM!"

"Nice new alien, bro," Jen said, her new form possessing a cheeky British accent. "But check this lady out. Now for a name for me. How about... Rockette!"

The jet flew upwards and spied down on the twins, scanning them before flying down and Rockette smiled before she leaped upwards and spun her guitar pick in her hand before she struck the chord and sent a shockwave outwards that sent the jet flying away as she landed next to Brainstorm with a smile.

Brainstorm glared as he opened his shell folds to reveal his brain, sparking outwards.

"Now I am most decidedly miffed."

He then sent out sparks of green lightning outwards that the jet dodged as it glared at the twins.

"What the deuce?"

It then sent out green beams that blasted downwards, only for Brainstorm to stop with a shield generating as Rockette swatted them away with her guitar as she glared at it.

"I can't get no satisfaction," she mused as she aimed carefully as a beam hit her guitar and she shouted out as she played another power chord that sent the beam back towards the jet, doubling its strength, sending it flying backwards again as Julie and Justin walked out of the closet only for Brainstorm to gasp and catch them in his telekinetic grip from his brain as he moved them out of the way.

Afterwards, Rockette backflipped and adjusted the knob of her guitar towards a flaming skull icon icon that she blasted outwards, sending a huge flaming skull that hit the jet as it saw the twins dates with a glare just as Brainstorm blasted out an electric blast towards Rockette's guitar, strengthening it as she blasted back at it with a power chord, sending it crashing downwards into the spinning octopus ride, sending them both crashing over the edge of the pier.

The two walked over to the edge with a smirk as Rockette clutched her guitar with a smile.

"Eat your heart out, Luna Loud."

They both ran away into the porta-potties and transformed back, unseen as they looked out and ran towards their dates as they smiled.

"Hey, did we miss anything?" Ben asked as Jen chuckled nervously.

"What? You guys didn't see that?" Julie asked, shocked.

"Oh, you mean that jet attack?" Jen asked. "Oh yeah, we called in the Omni-Twins. They always seem to know what's going on and where to be."

"Yeah," Justin said. "This town is really lucky to have them, aren't we."

"You said it," Julie said with a sigh before gasping and touching Ben's shoulder. "Uh... guys."

They looked upwards and saw the ride that crashed into the pier grow legs and move upwards as it burst out of the ocean and glare as it scooped up Julie and Justin into two of the seats attached to its arms and then walked off.

"Julie!" Ben shouted.

"Justin!" Jen shouted in horror.

Julie pulled out her phone and tried to dial a number, only for a jolt to happen, sending her phone crashing down and smashed on the pier.

"Guys!" Julie shouted as they avoided the smashing of the seats on the pier as Jen gulped, not wanting to reveal her secret.

The ride then smashed a hole in the ground, sending the twins dangling from the wood as it walked off, their dates in tow.

"Jen! Help us!" Justin shouted.

"Julie! Justin! No!" Jen shouted as they saw the ride walk off.

"Okay, this is officially not how I wanted my first date to go, sis," Ben said, looking at his Omnitrix.

"Me either."

It was about that point where the wood broke and they activated their Omni-Suits as Jen created a mana platform beneath her feet and they both slammed the cores down to transform into Jetray and Kung Fang to fly off towards the ride carrying their dates.

"None of this makes any sense, sis," Jetray said. "Why are we being attacked by carnival rides tonight of all nights?"

"Yeah," Kung Fang said, flapping her leathery wings before she fired out her supersonic bat sonar to let her know where everything was. "And why would they take Justin and Julie?"

"Maybe it's using them as bait for us to follow it?"

"Good point."

* * *

The ride stepped onto the highway with its spider-like legs as it moved forwards as Julie and Justin groaned as their seats swung from the motion.

"I'd say that this is the worst date I've ever been on except for the fact that it's actually my first," Julie sighed, bored.

"I don't know what this thing wants, but I want no part of it," Justin sighed. "But I guess I don't have a choice."

Jetray and Kung Fang examined the ride as they flew overhead as Jetray groaned.

"I can't risk hitting it with a neuroshock. I might hit Justin or Julie."

"So we'll have to try the indirect approach," Kung Fang said as the two swooped downwards with a shot, her fingers grazing her swords.

Jetray swooped in front of the ride and fired his neuroblasts from his eyes and tail to loosen the streetlights before Kung Fang shouted out as she sliced them down from their foundation causing them to crash down on one arm.

The ride struggled with its arm pinned down before it broke free and sent the seat hurtling towards Jetray, crashing into him and sending him hurtling into the trees.

Kung Fang gasped and flew over to her brother and helped him up. When they looked up, they saw that the possessed ride was gone from the street.

They both flew upwards to investigate as Kung Fang's extremely sensitive bat ears suddenly perked up at the sound of shouting from the woods.

"Let us go!" Justin shouted. "Let us go!"

"Bingo," Kung Fang smirked as she and her brother flew in towards the woods and they both saw the ride standing there with its arms downwards.

"What did you do with Julie and Justin?!" Jetray growled.

"We're here," Julie said as she walked out from behind the monster with Justin looking nervously.

"And... how did you know our names?" Justin asked as the twins looked nervously at each other and touched down.

"Promise us that you won't freak out," Jetray said as they both groaned and bowed down as they timed out to reveal themselves as they removed their helmets as Jen shook out her hair with a groan. "It's us."

"Jen?!" Justin asked, shaken as he saw his date run her hand through her hair nervously. "What's going on here?! Why are you dressed as Omni-Pink?"

"Because I _am_ Omni-Pink!" Jen shouted to him. "Did you not see what I just did there and the attacks that happened on the pier tonight? That was all me and my brother!"

"So all those times you left or were extremely nervous was..."

"Because I was worried that you would find out! A superhero's job is never done, after all."

"Wow," Justin said, stunned. "That is just... awesome!"

"Really?" Jen asked, stunned at his exclamation. "You're not freaked out about me having superpowers?"

"Are you kidding me? My date's a superhero, how could I be freaked out!?" Justin asked. "You have no idea how many guys wish that they could have a girlfriend like you."

"You sure?"

"Of course," Justin smiled. "I don't want to date some prim and perfect girl. I want a girlfriend who's nice, looks great and can snap a bone when she needs to."

"So this is why you two have been running off all night," Julie said to Ben as she jabbed his shoulder. "I honestly can't say that I'm surprised. I kind of had a feeling that it was something important."

"Yep," Ben said nervously, running his hand through his hair. "I'm Omni-Green. Me and my sister have been the heroes of Bellwood all along."

"That is so cool!" Julie said with a smile.

"Cool? Really?"

"Sure. I've always admired superheroes."

The two sets of dates looked upwards and saw the ride beep out green and lean downwards to them, as if trying to communicate.

"Excuse us, we're trying to speak here!" Jen shouted.

"Uh, guys?" Justin said. "I think it's trying to speak to you two."

The ride leaned downwards and pointed its arm towards the ship crash lying in the center of the woods.

_"Ship... ship..."_

"Ship?" Ben asked. "Oh, you brought us out here to find that spaceship."

"Then why did that thing bring us here?" Julie asked.

"It's the oldest trick in the book, Justin," Jen said. "Bait. It knew that we would go after you two, so it brought you here so that we could find the ship."

The Galvanic Mechamorph blob demorphed from the ride, causing it to slump down as the team moved towards the ship and the Omnitrixes started to beep out again. They looked inside the red forcefield to see the adult Mechamorph as Ben gasped.

"Oh my God," he said. "We've seen one of those thing before."

"You have?" Justin asked.

"Kind of," Ben said. "They're called Galvanic Mechamorphs. I used to be able to turn into one of those things before. Called myself Upgrade."

"Oh, and one of our worst enemies ever was one of these things," Jen recalled. "A mutant called Malware. He came so close to killing us so many times."

"Don't remind me."

The Mechamorph shouted out in pain from the lightning as Julie looked.

"Well, whatever it is, it's hurt."

Justin and Julie stepped in front, only for the twins to stop them.

"If this energy field is doing that to a powerful alien like that, imagine what it could do to you two as regular humans. You'll be fried like an egg," Ben said.

Julie looked upwards to see the alien writing on the computer as she looked confused. "What does that say?"

"Sorry, we don't read alien," Jen shrugged. That was when she looked down to see the Mechamorph blob from before start to snuggle up on her leg and she kneeled down to its level. "You're what's behind this thing?"

_"Ship?"_

"Okay... Ship," Ben said to the newly dubbed creature, who shaped its body to look like the ship and then exploded before reforming.

"Okay, now I _know _that thing is trying to tell you something," Justin said.

Jen squinted at the beeping counter and her eyes widened. "Oh man."

"It's a countdown!" Ben said. "The ship's going to explode!"

The Omni-Twins then regenerated their helmets as they slammed down the cores and transformed into...

"Humungousaur!"

"Titanosaurus!"

They both ran forwards and, thanks to their extreme durability, managed to walk through the energy field as Humungousaur ripped out the unstable generator that was sparking out red lightning before tossing it to his sister, who used her mace-spiked tail to swat it to the sky, where it exploded in a sonic pulse before they both covered their dates to shield them for a few seconds as the sound rang out.

"Um, guys? The explosion's over," Julie said as the twins realized what they were doing.

"Um... sorry," Titanosaurus chuckled before they walked into the ship and cleared the debris from the adult Mechamorph as they transformed back.

"There you go," Humungousaur said as the Mechamorph got up.

_"Yes. Now, as I was saying before I lost consciousness, I extruded this symbiote, the one you call Ship."_

As he said this, Ship panted like a dog in front of what was apparently his father of sorts.

_"Ship!"_

_"Yes, thank you. And I sent it off to find the nearest Plumber."_

"Because your sink was clogged?" Justin asked.

"Uh, no," Jen said. "Plumbers are an intergalactic police force."

"You mean like the Men in Black?" Julie asked the group.

"Kind of. We'll explain in the car."

"And that's why you came after us?" Ben asked.

_"Of course. Didn't you receive his distress signal?"_

"Wait, distress signal?" Jen asked. "That's what that beeping was all night?"

_"Yes. That beeping... Don't you know how that works?"_

"Um, not necessarily, no," Ben admitted.

_"Really? Aren't you two Plumbers?"_

"Actually, our grandfather, may he rest in peace, was one. We're just the twins with the Omntrixes," Jen said. "We thought you were a Plumber actually."

_"Ugh, I've spent most of my life here. Look, is there anyone else I can talk with?"_

"Not really," Ben said.

"Duh!" Julie realized. "That's why Ship was trying to get your attention."

"Get our attention?" Jen asked. "He wrecked the entire pier! And our dates!"

"He kidnapped you guys," Ben said. "Don't you think that's a bit excessive?

_"Well, I did need help."_

"Yeah, that's kind of obvious," Justin admitted.

_"And you wonder why most aliens only communicate with your livestock. Now if you'll excuse me, I have to repair my warp drive."_

"Come on, guys," Julie said. "Be nice to the guy."

"Is there anything we can do to help, dude?" Justin asked.

_"Well... I suppose. Very well."_

* * *

Outside, Ben and Julie adjusted the antenna into the ship as it reattached itself.

"There. Now it's on tight," Julie smiled to Ben.

"So," Jen said as she brushed her hair with a nervous glance to Justin. "I guess this is the worst date you've ever had, huh?"

"No, not the worst," Justin said, jabbing her arm. "Just different. And just because you and your brother are different, that doesn't make you freaks."

"He's right you know," Julie said to Ben as she touched his hand. "I really like you. You're smart, funny, well-mannered. What's not to like?"

"Thanks, Julie," Ben said as they smiled to each other.

* * *

_"Right, well, all done,"_ the Mechamorph said as he prepared to take off. _"Off I go."_

"What about Ship?" Jen asked as the Mechamorph spawn sat on Julie's lap. "Doesn't he, I don't know, blorp back into your body or something?"

_"Ugh, 'blorp.' That's not how it works. Besides, you guys and he have had such a lovely bonding experience. He's yours now."_

And with that, the ship rose up into the air and blasted off into the far reaches of space, leaving the kids on the cliff as Ship nuzzled against Ben's leg as Julie smiled.

"He's cute. Are you guys gonna keep him?"

"I was thinking that you could keep him, actually," Ben said, handing the alien to Julie. "We just got a new puppy about two months ago and we can't let our parents see an alien in the house."

"Thanks, guys," Julie said with a smile as Justin jabbed Jen's shoulder as they began walking back home onto the pier.

* * *

As the two groups walked down the highway watching the rising sun, Julie groaned as she dusted off her skirt.

"Okay, I'll admit. This part of the date, I'm not enjoying."

"Yeah," Ben said as his sister adjusted her watch.

"Sorry we can't fly us home, guys," Jen said. "After so many quick changes, the Omnitrixes shut down to recharge."

"Yeah, well it doesn't matter," Justin chuckled. "The four of us are all going to be grounded for a month after being out so late."

"Story of our lives," Ben chuckled as Ship snuggled by Julie's leg and he motioned to her as he took her hand as they started walking down the highway again, leaving Jen and Justin alone as they walked towards the pier toward's Justin's car.

"So," Justin said as Jen sighed. "You want to go out again next month? You know, after we're off being grounded?"

"You know what?" Jen asked, a blush clean on her cheeks. "I'd like that. I'd like that a lot."

"Cool," Justin said as she got into the car and buckled up. "See you next month, Jen."

"Great."

That was when the car pulled out of the pier towards the house.

* * *

**Next time on Ben and Jen 10:**

**A Triplet Threat**


	8. A Triplet Threat

It was late at night when the farmer's market was going on in Bellwood and the markets were selling out their fruits, vegetables and farm-raised proteins to their consumers and three figures stood on top of an adjacent rooftop that were watching what was going on and they looked to each other.

There were two boys and a girl on the rooftop as they looked to each other and nodded. They were all around 15 years old and they all had the same fair skin and brilliant blue eyes as they looked on.

The first boy had golden blonde spiky hair and wore an unzipped vest over a short-sleeved red shirt with a logo of the sun on it, spiked bracelets, red sneakers and yellow shorts on.

The second boy had black hair with a single bang covering his eyes and he wore a long sleeved jacket over a black shirt, black pants and black sneakers with spikes around the ankles.

Finally, the girl had platinum blonde hair tied into a braided ponytail and had a sleeveless black dress and skirt with white sparkles on it to signify the night sky and she had white shoes on as well as a necklace with a half-moon symbol.

The girl's stomach growled loudly as she groaned and bowed her head.

"Can we please hurry this up, Wade?" she asked to the blonde, rubbing her stomach. "I need something to eat quick."

"And we'll get it, Lila," he said, laying a hand on her shoulder. "We just have to do it without getting caught by the store owners."

"We don't have any money, so we need to use our powers to get the goods," the black-haired boy said, rubbing his hands together.

"Exactly, Nate," Wade said, looking down on the supermarket. "Okay. Here's the plan."

The triplets whispered to each other before they saw the market close up and the customers left.

"Okay, now," Lila said as Nate thrust out his hand and all of the lights suddenly went black, bathing the marketplace in darkness, causing confusion amongst the shopkeepers.

Three shadowy figures engulfed as they each grabbed two large bag and ducked through the shadows like ninjas, picking up a few of each item that they would need, engulfed in the darkness as Lila's eyes glowed white and the lights came on and she generated a dagger made of solidified moonlight, sticking into the wall behind a market as they all looked to see it cool down on the wall.

Wade then shot his arms out and his entire body glowed with a massive golden light, temporarily blinding everyone there before it died down.

When they looked up, the triplets were gone as one shopkeeper slammed his hand on the counter.

"The Light Triplets strike again."

* * *

The next morning, Allison, dressed in her black short-sleeved chef's outfit, parked her motorcycle outside of the restaurant she worked at, Stratton's Ale House and entered the backdoor, tying her apron in place on her back as she met her fellow employees.

"Okay, people, let's get the show on the road," she said as she went to the pantry and yawned, picking up her ingredients before she noticed the severe lack of stock in the restaurant.

The manager of the restaurant, Jason walked in as she sighed.

"Hey, Jason?" she asked as she started chopping up her aromatics. "I thought that delivery day was last night. There's still very few stuff that came in."

"Wish there were something I could do, Ally," he said, looking at her ingredients. "The Light Triplets, at least that's what the people in the city are calling them, struck again last night."

"The Light Triplets, eh?"

"Yeah. Every week, the three of them strike the supermarkets or the best stuff that provides food and goods and take what they want. They're wanted for what they do, but maybe they're just doing it for their own survival. I don't know if they have any parents or guardians to watch over them, but it's really affecting the restaurants in town in terms of supply."

"Huh," Allison said, feeling at her pocket with the Plumber's badge before shaking her head and getting back to work, chopping up the onions, celery and carrots, deep in thought about the three.

* * *

In an abandoned warehouse that was converted into a makeshift apartment, the Light Triplets sat down at a small table, eating the stew that Lila had made and sighing.

"There's no way that Dad would've wanted us to live like this," Nate stated as Wade sighed.

"I know," he said, feeling at the Plumber's badge in his pocket as he looked to his brother and sister. "But if we get aught, we go right back into the hands of S.E.C.T. I am not being a prisoner that's waiting to be dissected. And I know that neither of you do, either."

"You're right, bro," Lila said, stirring her stew in her bowl as she looked to her brothers and sighed before she generated a moon dagger in her hand as she twirled it around. "But even so, I heard that the Omni-Team's home base is here in Bellwood. Word must be getting out on us and they're probably out hungry for us. If we don't want to get caught by them, we need to be smarter."

"Lila, the Omni-Twins can turn into who knows how many alien creatures with those watches of theirs. If they get us, we're doomed," Wade said. "We're probably going to be sent to Area 51 for sure."

"That will never happen," Nate said, slamming his fist down. "They're not going to get us. we can take them."

"You know what, Nate? You're right... I hope."

* * *

The team met at the Levin's apartment as Jen sighed in wonder as she flipped her hair back and smiled to herself as she smiled and laid on the couch dreamily as Gwen and Becky smiled at her.

"Yep, third date this month," Jen said to her. "I'd say that we're officially boyfriend and girlfriend."

"Same thing with me and Julie," Ben said as he sat down on the chair opposite the couch. "She's so awesome, guys. She's smart, funny, and just an all around great girl to be around."

"That's wonderful, guys," Becky said with a smile. "But I'm sure that Ally called us in here for a reason."

"That's right," Allison said as she and Kevin walked into the room and sat down. "I've got some news on some new Osmosians that just popped up in Bellwood a few weeks ago."

"Really?" Gwen asked, ringing her hands in front of her chin.

"Triplets," Kevin reported. "They appear to have powers over different kinds of light. One has solar powers, one has lunar powers and the third has powers over darkness or eclipses."

"That sounds awesome," Ben said as Jen nodded from the couch. "Imagine those guys on our team."

"Yeah, I don't know that's what they want," Allison said with a sigh. "They seem to be scared from what I've heard. They're using their powers to steal groceries and the like so they can survive."

"They're obviously Plumber's Kids," Jen said with a start. "I hope that we can get through to them."

"The Highbreed is going to be coming back full force soon, guys," Gwen said.

"And as such, we need all the help we can get," Becky said. "I think we're going to go after them."

"You're right as usual, Becky," Kevin smirked. "But I'm pretty sure that they're going to turn and run as soon as they see us. They're obviously scared of their abilities. How are we supposed to get through to these guys if we can't get near them?"

"We're going to find a way, guys," Ben said as he stood up. "We always do."

"It's patrol time," Jen said as they moved out to Kevin's car.

"We've got our work cut out for us," Allison said as she took her keys and moved to her motorcycle.

* * *

That night, Wade, Lila and Nate stood on top of the rooftops overlooking the skyline near a Mr. Smoothie's as they smiled.

"Are you sure about this?" Lila asked nervously as Wade nodded to his sister.

"I don't see the pair of you getting any ideas on how to get food. This is all about survival. We can't trust anybody. It's just us. Otherwise, that Steele creep is going to lock us up again and make sure that we'll never get out this time."

"Yeah, but you know that the Omni-Team has got to be on searching for us now. No way that they're going to let up on us now that they know about our little robberies that have been going on."

They didn't recognize it, but the badge in Wade's pocket began beeping out, sending out a signal to the nearest badges.

* * *

Kevin and Allison moved forwards in their vehicles as Huntress saw the grid map on the hologram that she had taken from Mike in the backseat as the Levins drove forwards.

"Take a left," Becky said as she examined the grid and the two drove sideways and Jen moved in her seat.

"Are you sure that we have to fight these guys?" Jen asked. "They don't seem to be bad. They're just innocent, scared little kids."

"Yes, I'm sure that we have to fight them, sis," Ben said, jabbing her arm lovingly. "There's no other way that we're going to get through to them unless we capture them and have them talk to us through what's happened to them."

"Let's hope that you're right," Kevin said as Becky's badge stopped beeping and they saw they were directly under their target building as both teams parked underneath it before suiting up as Matter Girl nodded with a smile as Lucky Girl and Omni-Pink created energy platforms beneath their feet and they walked upwards to the rooftop to see the three figures above and as they were about to make their move, Matter Girl looked and nodded.

"Hey!" she shouted.

The Light Triplets looked behind them to see Bellwood's superhero team behind them as Lila gasped.

"Oh crap! It's the Omni-Team! They're gonna send us back to S.E.C.T.!"

"What are you talking about?" Omni-Green asked. "We just want to talk to you."

"Forget it! You're just like Lt. Steele! You'll never get us!" Wade shouted.

"No," Matter Girl said. "I've been where you are, guys. I know what it's like to be on your own. I just want to help you."

"Like hell!" Nate shouted as he shot out his hands to the sky and the all the light seemed to drain out of the night sky, coating them in total darkness.

"Oh, that's not good," Kevin said as he dodged a few flaming punches from Wade as he shouted out in fury as Omni-Green slammed the core down and transformed into...

"Big Chill!" he shouted and flew towards Wade and gave out a cold breath before Wade blasted some flames towards him that hit the air and created a firm mist around them, obscuring their vision even more as Lucky Girl ran forwards and created a light made of pink energy that illuminated the rooftop as Omni-Pink smiled.

"Try to obscure our vision, eh?" she asked, dialing in her Omnitrix. "Then let's give you someone who's vision isn't really a problem either way."

She then shouted out and slammed her core down and transformed into...

"Kung Fang!" she shouted before grabbing her katanas and flying forwards, clashing with Lila who created two daggers made out of solid moonlight and ran forwards and engaged her, clashing weapons with a shout as Kung Fang ducked and dodged before giving a kick to her chest, knocking her back as Nate flew at her and gripped her wing with what seemed to be a shadow arm before he found his shirt was snagged with an arrow as Huntress stood by with a shout of effort to him.

"Look, we don't want any trouble, you three," she said with a glare. "We just want to talk."

"You'll never get us!" Lila shouted before she rushed in and slammed Huntress back with a kick before blasting out two beams of moonlight at her, knocking her back to the edge of the rooftop as Kevin ran in, absorbing the rocky material from the rooftop and ran in towards the triplets with a shout before Wade shot out and gave out a bright light from his entire body, blinding the group, except of course for the blind Kung Fang who rushed in with a shout before she gave out her sonic screech, sending Nate to the edge of the rooftop as Big Chill flew in and froze Lila up to her neck in ice, causing her to shiver in fear and concern.

"W-W-Wade. A l-l-little h-h-help!" she shivered as Wade ran in with a shout and used the heat from his hands to melt the ice, his shivering sister falling down into his arms, her face blue from the cold as Nate moved towards him as Kung Fang shouted out and ran forwards before some shadowy tendrils shot around her wings, arms and legs and pulled her down to the ground, helpless as she glared as Wade glared towards the group.

Wade then blasted out to Matter Girl and Lucky Girl with a strong blast of fire that knocked them back towards Huntress with a groan of effort.

"Stay away from us!" he warned before he opened his jacket and let loose a brilliant golden light from his entire body, blinding the group again and when their eyes adjusted when it faded, the triplets were gone.

"Dang it!" Matter Girl said, slamming her fist down on the ground. "They got away!"

"Yeah, sis. We can clearly see that," Kevin said, groaning as the Omnitrixes timed out.

"How are we supposed to get through to these guys if we can't get near them?" Jen asked with a sigh.

"They can't lose us for long," Becky said as she took out her badge. "That's why we have this."

They then activated the badge and showed an image of the Plumber badge beeping out on the map towards them.

"Let's go find them properly this time," Ben said with a nod as they all leaped off of the roof towards the vehicles and Allison glared, the most determined of all, evidently from the look on her face.

* * *

As the triplets made their way back to their hideout in the old warehouse, Wade groaned out as he laid his sister on the bed and groaned outwards.

"Dang it! Now I know for a fact that the Omni-Team is after us for sure!"

"Maybe they are, but maybe it's not for why you think, bro," Nate said from his seat. "They clearly only attacked us after we attacked them."

"I think he's got a point," Lila said, still a bit cold and Wade used his powers to light a candle by her to warm her up. "Maybe they just want to talk to us about the things they can do."

"But we've been stealing supplies from all over Bellwood. Sure, it was for our survival, but they don't know that," Wade argued. "It's possible that the six of them think that we're criminals and want to bring us to justice themselves. Or worse!"

"They're the Omni-Team, bro. They're the most famous heroes Bellwood ever had," Nate said. "They wouldn't do that if they didn't think that we were doing this for a reason. Maybe we should talk to them and tell us our whole situation or something, they clearly want to listen to us."

"No one's ever wanted to listen to us before," Lila said, now fully warmed up as she sat up on her bed.

"Okay. I'll try to do things your way. But it's not like they're going to find us anyway, so what dos it matter?"

Little did Wade know, the badge in his pocket was still beeping green, sending out its signal to the surrounding area.

* * *

Kevin drove his car as Becky took the record of the signal being broadcasted to them, giving away the triplet's location as she sighed as Kevin drove forwards as he saw his sister driving her motorcycle right there beside him, headphones blaring in her ears as she looked on worriedly at them.

"Is she alright?" Becky asked as Kevin nodded

"She's fine, don't worry," he said to them. "She's just worried about the triplets?"

"Why?" Ben asked. "They literally tried to kill us like thirty minutes ago."

"Because she identifies with them," Jen said. "Remember that she and Kevin were actually homeless in New York when we met them. They know what it's like to have nothing and the world against you."

"Exactly," Gwen realized. "She wants to make sure that those three get what they need as soon as possible and the only way she can do that is to get through to them and explain their story."

"They think that we want to hurt them, guys? Remember? And they're more than capable of beating the crap out of us again, as I'm sure you guys are very well aware," Ben said as he prepared himself as Becky examined her badge as it beeped out a confirmation.

"We're here," she said. "Everybody out."

Everyone filed out of Kevin's car and Allison shifted her bike into park as she took her helmet off, laid it on the seat and then everyone nodded to each other outside of the door.

"Now remember what we agreed on, right?" Jen asked.

"We try it your way first," Ben agreed. "We try to reason with them first. They're not bad people."

"That being said," Gwen said with a shrug. "You know what happens if they attack us first, right?"

"Of course," Kevin said, bashing his hand into his fist.

"We go strong, we go bold, we go big," Allison said. "We're going to make them see reason even if we have to force it out of them."

"Absolutely," Becky said as Jen nodded.

"Let's hero up."

The team minus Kevin pressed their watches and transformed into their alter egos as Jen walked up to the door and lightly tapped it with her knuckle.

"Oh crap, it's the fuzz!" Wade shouted from inside and the triplets all immediately panicked as they stood at attention.

"We're only 13!" Nate said.

"I'll never survive in Area 51! They'll mop the floor with me!" Lila shouted in panic as Wade walked up to her and gave out a fire fist to her.

"We are not going to prison, you two! Now get a grip and let's show these guys what happens when you decide to mess with the Light Triplets."

"Pretty please, it is," Kevin said to himself as he absorbed the concrete from the wall and slammed the door in and was immediately pelted with moonlight daggers that caused him to stumble into his sister's arms as Omni-Pink glared and transformed into...

"Firefox!"

While her brother transformed into...

"Humungousaur!"

Wade ran out of their hideout and slammed him with tons of solar rays from his hands, which barely did anything to the alien's thick exterior as he slammed him back with his tail into the wall as Lila came out with a shout as she fired moon beams from her hands into Huntress, which she dodged before taking out her spear and engaging in hand-to-hand combat with her as she shouted out in fear at the young woman in front of her who nailed her with a kick as Lucky Girl appeared several energy tendrils from her hands that wrapped her up in her powerful grip as she shouted out in fear.

"Nate! Help me!" she said.

The youngest triplet then shouted out before he stuck out his hands and dark shadowy tendrils that wrapped themselves tightly around the two sisters and they shouted out in fear at that as Lucky Girl fired out energy rays from her eyes that sliced into the tendrils, tearing them up as Firefox ran towards him on all fours and slammed him in the chest with her powerful tail, causing him to slide back and growl at her, sending shadow blasts to her that she blasted away with fireballs towards him.

"Sorry, young bloke," she said in her cheeky Aussie accent. "But you're playing our game now."

Lila shouted out as she created a blade made out of solidified moonlight that she used and ran up to Humungousaur as he countered with two hits from his large fists that she dodged backwards before she and her brother created a dual solar and lunar shot outwards that blasted into him, sending him flying back as he groaned outwards in pain.

Kevin ran forwards and grabbed Wade's hand before he absorbed the ground material and tossed him to Matter Girl as she smiled to him as she glared.

"We're trying to reason with you guys, kid," she said sternly.

"Let go of me, you jerk!" Wade shouted before delivering a flaming kick to the young adult's stomach, causing her to slide back and let go of him as he and Firefox delivered a dual blast of flames to each other, colliding in a blast of fire that knocked everybody back and caused them to shield their eyes from the impact... just as Firefox rushed up and then hit him with his tail into Nate as he blasted out a shadowy blast that knocked Huntress away just as she fired an arrow at him that snagged his jacket into the building as Lucky Girl grabbed Lila again as she glared outwards.

"Now, if we can have your attention, guys..." she said as the kids whimpered in fear.

"Please don't hurt us!" Lila shouted in fear as she backed into the wall.

"We never wanted to steal that stuff! We were just trying to survive!" Nate asked as Sade stepped up to the twins as they transformed back and he got onto his knees and practically groveled at their feet.

"Please don't hurt them, Omni-Twins!" he begged. "I'm the oldest. I was the ring leader of stealing so we could get by! Do what you want with me, but don't hurt them!"

"We don't want to hurt you guys," Omni-Green said as he and his sister degenerated their helmets and stood before the triplets.

"Huh?" Nate and Lila asked in unison.

"We never did. We just wanted to help you guys and we wanted information."

"But you clearly attacked us," Wade asked, confused.

"Um, yeah. We only did that after you attacked us," Matter Girl said, taking off her mask. "It's called self-defense."

"Oh..." Lila said with a slight nervous chuckle. "Sorry about that."

"No bigs," Becky said.

"Come on," Jen said. "Let's go inside and you tell us all about what's going on."

* * *

"Okay, where do we start?" Wade asked himself with a sigh. "We're the Light triplets. Hi, I'm Wade, the oldest and I have powers over solar energy and the sun."

"Lila. The middle child and my powers are over the moon and lunar energy."

"And I'm Nate. My powers are over eclipses and darkness," Nate said as the team, in their civilian forms, sat opposite them on various ends of the makeshift apartment.

"Triplets, eh?" Ben asked with a smile.

"Yeah. We're kind of inseparable," Lila said.

"Same with me and my bro here," Jen said. "Ever since we were born."

"We were pretty much human for a while," Wade said with a sigh. "Or so we thought, until this... thing happened to us one night and we could control various states of light or dark energy for each of us. It was enough to freak our dad out and he told us we weren't just human."

"We were actually a subspecies of human called..." Nate began.

"Osmosians," Kevin finished from leaning against the wall. "So are Ally and I."

"As you said, we're a subspecies of human that have a unique genetic component in our DNA that can give us various extraordinary abilities," Allison said. "Our power is absorption. Yours are obviously solar, lunar and eclipse powers."

"He took us out back at least twice a week to practice our powers starting from when we were 11. We got good, really goo," Lila said. "Well, we were until those slimeballs at S.A.C.T. showed up and took us away. We thought they were going to dissect us or something."

"S.A.C.T.?" Gwen began. "Special Alien Containment Team?"

"Led by Lieutenant Steele," Wade confirmed. "We managed to use our quick wits and our powers to escape from the truck and made our way to Bellwood. So we did what we had to do to survive."

"You stole," Becky said. "I relate. I had to kill several aliens in the Null Void for food for five years just so I could survive despite not having any powers."

Jen sighed as she smiled.

"Don't worry, guys. We're not going to let you go hungry," she smiled. "We're going to make sure you get some food until we can get you on your feet in here."

"I'm actually a chef at one of the best restaurants in town," Allison said. "I can make some extra meals and bring them here for you guys? How's that sound?"

"That would be nice," Nate admitted.

"And by the way, it's obvious from your description that your father was a Plumber," Gwen said.

"Um, yeah. We know that," Wade said.

"No, not like that. Plumbers are an intergalactic police force of sorts. They know everything about Osmosians and aliens of the like," Ben smiled. "We've been running into a lot of Plumber's Kids recently."

"And in return for us helping you, we're going to need your help," Jen smiled.

"How?"

"You're awesome with those powers of yours," Jen said. "And right now, Earth is in the middle of a huge alien conspiracy. The si of us are putting together a special team to help us against the DNAlien invasion when it inevitably comes to Earth."

"You guys in?"

"Duh," Nate said, jabbing his sister and she smiled.

"Of course we'll help. You're willing to do the same for us," Lila said as she eyed the badge in Wade's hand.

"Those badges work as communicators too," Gwen smiled as Becky and Kevin showed theirs.

"When we need you guys, we'll just call," Allison said.

"Promise us that you guys will be there?" Kevin asked as the triplets smiled at him.

"Of course we do," Wade said. "You can count on us."

"Thanks so much," Jen said as they all got up. "We gotta get out. Our parents are probably wondering what happened to us."

"Thank you guys. We won't let you down," Lila said as they smiled and left to their vehicles.

"Well, all's well that ends well," Ben said with a smile. "We just got three more members added to our team."

"Those DNAliens should be quaking in their tentacles," Becky said as they all filed into the cars.

"Come on, bro," Jen said with a smile. "Let's go home."

The team then drove off into the moonlight, leaving their new friend's team behind, proud of their work.

* * *

**Next time on Ben and Jen 10:**

**What Are Little Girls Made Of?**


	9. What Are Little Girls Made Of?

**Trust me guys, this time, I'm not breaking the rules. I got rid of the rulebook.**

* * *

The game was hanging out in a rock by the lake, all wearing either black or green swimming trunks with no shirts for Ben and Kevin and Jen, Gwen, Becky and Allison were all wearing pink, blue, red and black bikinis as they all hung out with a smile on their faces... except for Gwen, tattoos in plain view who was looking out depressed as Jen looked to her and sighed, laying a hand on her shoulder in sympathy

"I know. I miss him too," Jen said.

Kevin smiled and absorbed the stone from the rock with a smirk. "Let's settle this, Tennyson."

"Oh, my dear Kevin," Ben as Brainstorm said with a smile. "Your nigh gladiatorial bellicosity has once again outpaced your ratiocinative processes."

Brainstorm noticed Becky sitting quite a ways from him as she sharpened her weapons in the clearing, obviously keeping her distance.

"Rebecca?" Brainstorm asked. "Are you afraid of me or something?"

"She's not afraid of you, Ben," Gwen said, turning to her sister. "She's just allergic."

"It's true," Becky said with a shudder. "Something you didn't know about me: I'm severely allergic to shellfish of any kind. Including alien. The last time I survived an attack by a Cerebrocrustacean in the Null Void, I was broken out in hives for nearly three days. Trust me, I wished that he had killed me at that point."

"As you were," Allison smiled with a bow.

"I have no idea what you said but... CANNONBALL!"

Kevin leaped outwards from the rock and then did a cannonball into the lake, sending a torrent of water upwards as Brainstorm released the folds on his upper shell and revealed his brain that sent an electromagnetic pulse out that immediately evaporated the water coming at him.

Kevin surfaced as Brainstorm smirked at him.

"Oh, attempting to short me out, hmm? Before you could ever cause such an involuntary cognitive discharge, my intense electromagnetic storms would vaporize you. Twit."

He then sent a lightning blast outwards that blasted into Kevin, sending him flying back with a groan as Jen caught him in her telekinesis without even looking and set him down on the ground.

Brainstorm then crawled up to the rock, careful of his cousin as he smirked at the Osmosian.

"As a coder and at the risk of gilding the lily, I submit..."

That was when Ben transformed back to human and smiled.

"...that I wasn't even thinking that hard."

"Okay, okay. You got me that time," he said.

"Okay, boys," Becky said with a smile towards them, separating them. "We live and we learn, right sis?"

She looked over to see Gwen depressed as she looked out onto the lake with Jen by her side as she hiked her knees up to her chest.

"Gwen?"

She said nothing as Jen bowed her head in sympathy.

"They miss Grandpa," Ben realized.

"Well, so do we," Allison said. "Jen probably more than anyone."

"They were fine in the car," Kevin shrugged.

"It's all my fault," Ben said. "I suggested that we come here. I thought that bringing the two of them here would cheer them up."

"This was Grandpa Max's secret fishing rock guys," Gwen explained as Jen stood up.

"He used to come out here all the time when he wasn't travelling."

"Oh, yeah. I remember that now," Ben said.

"Away on Plumber business," Kevin said.

"The three of us didn't know back then," Gwen said. "When we were five, he brought me here and I caught a teeny tiny fish. He wanted me to release it. I had put up a big fuss. It was my fish, you know? Grandpa finally convinced me to come back when he was bigger."

Jen then sighed as she picked up a small flat rock and skipped it out over the lake with a sigh as Gwen stood up.

"I guess I never had an easy time letting go of anything. Especially not you, sis."

Becky then hugged her in sympathy with a sigh.

"It's okay. I understand, Gwen."

Ben then sensed something nearby and looked towards the tree to see an old woman in a blue cloak walk over and placed a pink and yellow flower down by a tree.

"For a secret hiding place, this sure gets a lot of visitors," Allison nodded as Kevin ran up.

"Hey, you in the cloak!"

The old woman shot her head towards them and saw the kids running towards her with a chuckle before she moved behind the tree and suddenly vanished in a bright violet light.

Jen and Gwen felt their brain suddenly pulse out at the sight as she vanished.

They all looked around the tree and found nothing and no one around it but the flower.

"That woman just disappeared," Ben realized.

"What do you think she was doing?" Becky asked as Jen walked up and traced her hand on the carving on the tree with a skeptical look on her face.

"'Max + Verdona?" she read. "Who's Verdona?"

Gwen then picked up the flower on the ground as she looked to Jen. "Let's find her and ask. The two of us should be able to track her with this flower."

Jen then took her hands with the flower in them and the two focused intensely, their eyes glowing pink before the flower just wilted in Gwen's grasp and she sighed.

"I really thought we had that move perfected."

"Huh," Ben said, looking down at the tons of flowers around the tree. "This clearly isn't the first time she's been here."

"So what now, guys?" Kevin asked.

"Yeah," his sister said. "We can't just wait for the woman to come back."

"Actually..." Jen said with a smirk to her brother.

* * *

The very next night, the group was waiting in Kevin's car as Allison stood on her bike with a glare towards the lake as Kevin yawned.

"This is crazy, guys. She didn't show yesterday. What makes you think she's going to show tonight?" Allison asked with a sigh.

"Humor us," Gwen said as she and Jen stood by in the seat, determined while Becky stood next ot her sister.

"Ugh," Kevin said as he heard a clicking sound and saw Ben was playing with the lock to the doors.

Kevin glared at Ben wordlessly, in a gesture for him to stop and Ben did so for a few seconds as Becky yawned and laid her head down on her cousin's lap as Jen pet her head with a sigh... right when Ben started playing with the lock again.

"Do I look like I'm kidding, Tennyson?!" Kevin glared as Ben immediately ceased.

"Guys," Gwen said with a sigh. "I have to go find a bathroom."

"There are lots of trees around," Kevin said only for his sister to walk over and slap him upside the head.

"Real mature, Kevin. We're girls!" she said with a glare.

"I'm gonna go too," Jen said as she and Gwen walked out of the car. "There was a gas station a few miles back."

"We'll drive you," Allison suggested. "You haven't perfected the teleportation spell yet."

"No, you guys are going to keep watch. W'ell be right back, I promise," Gwen said.

As the two mages walked off, Ben, Kevin, Becky and Allison sat bored in the car and on the bike again with a groan as Ben started playing with the lock again and Kevin groaned.

"Okay, that's it!" he threateningly grabbed Ben by his jacket before Becky looked out.

"Wait, guys! Look!"

They looked to see the woman from earlier walk towards the tree again and focus as the flower started glowing pink.

"Okay. It's on," Allison said as she fired up her bike, sending out a loud running noise as she peeled up to the tree, kicking up dirt and grass as she shouted out and pulled over in front of the woman threateningly as Ben, Kevin and Becky ran up as well.

"How do you know Max Tennyson?!" Ben asked as Becky removed her hood, revealing her to be a beautiful woman for her age with white hair and a smile on her face.

"Talk, now," she said as Allison vroomed on her bike, threatening to charge.

"What rotten kids. Go away."

She stuck out her hand, sending a large pink energy blast outwards, sending the boys and Becky flying as her cloak started flapping in an invisible breeze and she took off with Allison in hot pursuit on her bike with a shout.

"Get back here!" she roared over the engine. "We have questions!"

Ben glared outwards and adjusted his Omnitrix to transform into...

"Jetray!"

He took off after Allison as the woman flew over the lake, halting her progress as Kevin absorbed the metal from his car and Becky prepared her weapons with a glare.

"Oh, a chase! I haven't had a good chase in ages!"

She veered to the right as Jetray did the same with Becky aiming her arrow outwards towards the woman with a glare, focusing in tensely.

"Come on. Just hold still."

Jetray then flew above her and with a sonic boom, appeared in front of her. But the woman wasn't phased as she turned around towards the shore as Jetray blasted a neuro ray from his tail towards her, blasting her backwards as she smiled and giggled before her cloak was ripped by an arrow and she turned around into the armored Kevin's grasp as Allison walked by with a glare, getting her fisticuffs ready.

"Answers lady."

"We're not in the mood to play your games," Allison said seriously.

"Not until I put my toys away, sweetie."

That was when several pink energy tendrils came out from the ground around her, wrapping around Kevin and sending him crashing into his sister, sending them both sprawling into the lake with a groan of pain as they hit a rock.

"Ow."

She casually avoided all of Becky's jabs with her spear as she grew more and more angry.

"You can't avoid me forever, lady! The Huntress always gets her prey!"

Jetray zoomed in overhead and glared at her.

"Who are you?!"

The old woman only smiled slyly and her eyes glowed pink as Jetray prepared his neuro ray, only for it to glow pink and green and build up and up, becoming more unstable. He tried to strengthen his power with his eye beams, only for it to blow up, sending him sprawling into Kevin and Allison again and transformed back to normal, all of them groaning in pain.

"No way," Becky said, dropping her spear in shock.

The woman floated in front of the three defeated heroes.

"This little world would be so much better without trouble making imps like you four getting in the way."

"Oh yeah?" Allison asked with a glare. "Show us what you got, Grandma! We're not scared!"

She then prepared her most powerful blast of energy yet only for it to be negated by a forcefield. The woman looked shocked before she was hit by an extremely powerful energy blast from her back, sending her splashing into the lake as Jen stood on the rock with a glare on an energy platform, her eyes smoking with energy as she looked extremely pissed.

"No one... messes with... my brother! Or my friends!" she shouted as she blasted the woman back to shore with her own energy blasts as Gwen stood by and grabbed the others with her telekinesis and set them back onto the shore.

"Can't we leave you guys alone for three minutes? Really?"

"Whoa," the woman said in awe at Jen's raw power. No one had gotten the better of her like that for so long. "Do that again."

"You mean kick your butt? No problem," Jen said as she and Gwen fired every energy bolt they could muster at the old woman, only for her to barely block the blasts with a shield that started to crack the more and more blasts appeared.

"Incredible," she said as she floated over to Jen and felt her cheek. "I've only seen such raw power like this once before. Oh, and you're not so bad yourself."

"Gee. Thanks," Gwen said as she glared at her. "Now who do you think you are littering our grandpa's cove with your flowers?"

"Flowers that she makes out of energy," Kevin said.

Jen immediately ceased her anger and fell into a silence as she and Gwen had their jaws dropped open.

"Oh my God," she said, stunned.

"Did you two say that Max was your grandfather?" the woman asked, intrigued by the two young women.

"Uh-huh," Gwen nodded.

"Kiddos!" the woman said, hugging Jen and Gwen extremely tightly as they gasped.

"Choking... not breathing..." Jen gasped out.

"Um, he was our grandpa too," Ben said as he and Becky showed up.

"Really?" the woman asked. "Can you project energy like your sisters?"

"Actually," Becky said. "The red-haired one's my sister. The other one is my cousin and Ben's sister."

"And no," Ben said.

"Shame," the woman said before turning to the two mages. "Jennifer, Gwendolyn, I'm Verdona. We'll talk again soon."

Verdona was soon completely enveloped in pink energy before she vanished from sight, leaving everyone stunned in silence.

"Uh, guys..." Jen began, shocked at what had just happened. "I think we just met our grandmother."

"That's impossible," Becky began. "Grandpa always told us that she passed away long before we became heroes."

"I think that was just to keep the truth from us," Gwen said. "She's clearly alive and well. And from what I see..."

"She may not even be human," Allison finished, leaving everyone in awe.

* * *

Gwen and Becky walked towards their home with a sigh as Becky had her hands in her pockets and looked towards her sister with a sigh.

"Are you sure that this is what you wanna do?"

"I am," Gwen stated plainly. "I don't have the right to keep a secret from them any longer. Especially since I just met Grandma."

"I suppose so," Becky said as they sat down in Gwen's room with a sigh before she cupped her hands over her mouth and shouted out. "DADDY! Me and Gwen want to talk to you!"

The sisters' dad, Frank, walked up to the room and Gwen sighed and bowed her head.

"In your room, guys?" Frank asked as Gwen sighed. "I'm honored. When was the last time you ever let me or your mother in here? Or anyone besides your sister?"

Becky walked up to the door and closed it, locking it behind them.

"Dad," Gwen said to Frank as he walked in with Becky cringing in her room as he walked in and she locked the door. "Me and Becky have been keeping a big secret from you and Mom."

Becky nodded to her sister as she opened her closet to reveal her collection of various weapons and Gwen opened her drawer to reveal her spellbook and magic charms inside.

"Magic powers."

"So, you're what? Some kind of wizard in training?"

"Sorceress," Becky corrected. "We've been going out for the past five years to help Ben and Jen with their... work."

"Come on, girls. There's no such thing as magic."

"Actually," Gwen said as she grabbed her right sleeve. "That's where you're wrong."

She looked to her sister, uncertainly, before she nodded. Gwen then winced as she rolled her sleeve up to reveal her tattoos of the Charms of Bezel on her arm. Frank stumbled back as Gwen sighed.

"Are you ready for what I'm about to show you?"

Frank nodded nervously as Gwen focused and her Telekinesis charm glowed and she focused as the drawer closed up and Becky nodded.

"That's a pretty big secret. When did you get those?" Frank asked, gently holding his daughter's inked arm.

"About five years ago," Gwen said. "It just kind of happened one night. I had this vivid dream where this young man gave me these tattoos of these magic charms I had previously encountered. But it was more than a dream. When I woke up and looked myself in the mirror, the tattoos were just kind of there."

"Show him your energy powers," Becky said as Gwen enveloped her hands in pink energy before diminishing them before she and her sister stood up and activated their watches, changing into their hero outfits for a split second before they changed back. "We're a part of the Omni-Team. I'm Huntress, Daddy."

"And I'm Lucky Girl. We met Grandma Verdona today," Gwen sighed. "Jen has these energy powers and the ability to use magic too."

Frank sighed, looking at the family pictures. "Your Uncle Carl and I were afraid this day might come for any of our kids. But you and your cousins never showed any signs of having powers. Your mother and I thought we were in the clear. Rebecca, do you have powers?"

"No, Daddy," Becky sighed. "I'm just really good with weapons of all shapes and sizes."

"So magic runs in the family?" Gwen asked. "I knew it!"

"Honey, it's not that simple," Frank sighed. "Yes, it's undeniable that you and your cousin Jen can use magic, but magic itself isn't the source of your powers. The truth is... your grandma's an alien."

Becky gasped and put a hand to her mouth as Gwen sat down on her bed and took her father's hand.

"Okay, I'm overloaded with questions right now but first... guys! I know you're out there!"

Indeed, Ben, Jen, Kevin and Allison were hiding outside of Gwen's window with a gulp.

"You can come on in."

They all crawled in through the window with a sigh as Ben looked to his uncle with a smile.

"Hey, Uncle Frank," he said.

"Ben, Jen," Frank said as Jen walked up and hugged him with a sigh.

"How do you do sir?" Kevin asked. "Kevin Levin. This is my big sister Allison."

"Charmed," Allison smiled

"Who's this, Gwen? Your boyfriend?"

"What?! Absolutely not!" Kevin shouted.

"Daddy, no!" Gwen shouted over each other.

"So, let me get this straight," Jen said with a sigh as she generated her energy in her hands. "Our grandmother, who we never knew, wants something from the two of us and we don't know what it is."

"Sounds about right," Becky said.

"And on top of that, she's not even human?" Gwen asked.

"Called it," Kevin smiled as Jen sighed and sat on the bed, running her fingers through her hair.

"I don't believe it," she said with an exasperated sigh. "You guys were right. We're not completely human."

"Then let's ask her," Frank said. "Your cousins and friends aren't the only ones who like to sneak around, eavesdropping on people. Isn't that right, Mom?!"

A violet light appeared in the room and Verdona appeared with a smile towards her family.

"You and your brother always could tell when I was watching, son," Verdona smiled. "I thought that maybe either of you had the spark. But no such luck."

"Grandma," Ben said as she nodded to him.

"Yeah. We need to talk," Jen said.

"Indeed," Verdona agreed. "You guys want to talk? Let's talk."

She then snapped her fingers and teleported everyone out of the room and into the living room.

Gwen and Becky's mother, Lily was in the room as she dusted off a vase with a smile before her mother-in-law teleported everyone in and knocked the vase over, breaking it.

"Verdona," Lily said with a snide glare. "What a surprise."

Verdona smiled and stuck her hand out, levitating the shards of ceramic off the floor and back into the position of the vase, fixing it instantly.

"Whoa," Gwen said as she and Jen stared in awe.

Verdona removed the hood from her cloak and smiled as she looked towards her. "I don't suppose that your son has the spark either, Lily?"

"No," she said. "Ken's never emitted any of your power and neither has Becky."

"Tea dear? And something sweet for the kids as well?"

Lily only nodded to her and walked off with a sigh to the kitchen as Ken walked in as well from his room and looked down to his family and the old woman in the room who smiled to him as he looked confused.

"...Is there something you're not telling me, Dad?"

* * *

"It's been a while, Mom," Frank said as the group sat around the kitchen table and sighed as Ken and Ben took a few cookies and Verdona poured the tea into the cups with her telekinesis.

"It certainly has, dear. In human time," she said before turning to Jen and Gwen. "Sweeties, your grandmother is an Anodite. And so are you two."

"What's an Anodite?" Jen asked.

"Anodites are a race of free spirits with powers that humans can barely comprehend," Verdona explained. "Now, our kind don't often meddle in the affairs of common folk. But I fell deeply in love with Max Tennyson."

'You're not the only one," Ben muttered under his breath, remembering Xylene.

"Yeah, but if that's the case, why did you ditch him?" Allison asked, earning a jab from Becky.

"I didn't. It's just that after Carl and Frank were grown and out of the house, I needed to reconnect with my Anodite heritage on the planet Anodyne. And Max was busy saving the universe with the Plumbers."

"Wait, what?" Jen asked. "He told us that you didn't know that."

"Yes, he didn't want me to worry," Verdona smiled. "But we Anodites are smarter than we look. Sweet man, he was. We had many good years together, but we grew apart overtime. We never did get married. Even a fellow loaded with as much mana as Max is still just a physical being."

"What's mana?" Ken asked.

Verdona then shot out her finger and caused a roll of tape to appear over her oldest grandson's mouth.

"Your grandfather's fate was big news. It even reached my planet. So I came back here to remember the good times. But who knew that there was not one, but two budding Anodites among you? Jennifer, Gwendolyn, you'll be amazed at the things you can do when you're older. Let me teach you two to master life energy. That is what mana is."

Her eyes glowed pink again and the tape disappeared from Ken's mouth and he sighed.

"Oh," Ken said, shrinking back.

"The two of us do want to learn," Gwen said, standing up with Jen.

"Where do we start, Grandma?" Jen asked.

"On Anodyne. Stop living this humdrum life. Come home with me and join the real party."

"Wait, what?" Jen asked as she and Gwen stepped back. "Leave? Uh, this is all so... wow. This is too huge."

"Mom, Dad? What do I do?" Gwen asked.

"I don't know," Frank said as Becky and Ken looked silently from the couch. "It's an opportunity I never had."

"We always hoped that all three of you would only take after my side of the family," Lily said, giving her mother-in-law the stinkeye. "But it seems only your sister and brother had that luck."

"We want you to be happy," Ken said with a nod. "We're not going to stand in your way. Either of you."

Kevin and Allison looked unsure along with Ben and Becky as they turned away.

"You won't?" Jen asked.

"Then it's settled. Come on, kiddos," Verdona said... just as Jen and Gwen turned away and ran upstairs together just as Ben and Becky turned to follow them.

"Let us," Ben said to his grandmother, aunt and uncle. "Jen and I shared the womb together. I'm closer than anyone could be to her."

"Same with me and Gwen," Becky said as they ran upstairs.

"Oh, those two are such serious girls."

Lily glared angrily at Verdona.

* * *

Jen and Gwen sat on the roof with a sigh as Jen brushed her Omnitrix.

Kevin and Allison were the first to arrive from the attic as Kevin jabbed Gwen's shoulder.

"You would go on the roof, girl. Some of us can't fly, you know."

"Be supportive, Kevin," Becky said as she sat next to her sister and Ben and Allison sat next to Jen.

"This is not how we wanted our day to go, guys," Gwen said as she brushed her tattooed arm.

"Still, it must be pretty cool to learn about your powers, right?" Ben asked. "Grandma could teach you two to do all that stuff she could do."

"You know we'd be gone for a long time, right, bro?" Jen asked. "You know that the Earth is counting on us. All of us."

"Maybe forever," Kevin sighed, looking up at the stars. "Probably long after we're all gone."

"I've always felt like I was an outsider," Gwen said. "Like I was in the wrong place. But then, I think that that's what high school is all about."

"The four of us are going to miss you two if you go," Ben said.

"Really?" Jen asked.

"Yeah, but we've been recruiting more and more Plumber kids and heroes to our cause. We would still have a pretty powerful team even without you two," Becky said.

"Oh," Gwen said as Jen turned to her cousin.

"Remember when me and Ben were trying to decide whether to use our powers and become the Omni-Twins again, you told us it was our choice," Jen said. "And Azmuth told us that the Omnitrixes are meant to work in tandem with each other. If I leave, I could potentially be dooming the human race to extinction."

"So?"

"I think I'm staying," Jen said. "I can't stop you from doing this, Gwen. But Earth is where I belong. This is my home and it will always be that. I can't abandon it in its time of need. And I'm sure as hell not going to let some alien bloodline dictate who I am."

Becky then turned to Gwen and sighed. "I'll miss you most of all if you go, Gwen. But who knows? Maybe you owe it to yourself to try turning into a cosmic mana master."

"Maybe," Gwen said.

"Girls, this opportunity comes along once in a lifetime," Ben asked.

"What about you, Kevin?" Jen asked. "Do you feel the same way as Ben and Becky?"

"No. Why would you girls even think about it? I want you girls around. This whole thing is lame."

Gwen smiled and then gave Kevin a kiss on the cheek before she and Jen walked off the roof with mana platforms to the ground.

"Lame! Lame! Lame!"

"Shut up, bro," Allison said, jabbing her brother's shoulder. "I think you've convinced them."

"Earth is our home, Gwen," Jen said to her cousin. "But Ben's right. This is such a great opportunity."

"Hmm..." Gwen said with a thought. "I think I have an idea. I love my family and I want to master my powers as well. If I leave here, we get one... but if we can convince Grandma to stay, we could get both."

"Let's do it," Gwen said as they entered the house.

* * *

A neon-colored disco ball appeared in the air above Verdona, Frank, Lily and Ken as Verdona danced to familiar music.

"Shag Carpeting," Verdona said. "They were Max's favorite. Why do the most backwards creatures make the best music?"

"Don't you ever complain about my band choices again," Lily whispered to her husband.

"Cheer up, Junior. You didn't have the spark. There was nothing I could teach you."

"You taught me a lot, Mom," Frank said. "You and Dad both. You taught Carl a lot too."

"You know what I mean, kid. I came back when the grandkids were born just in case your babies had the spark. But Ken and Becky had nothing to it. Carl's boy, same thing. But his girl was just oozing with the spark and I could tell it from the day she was born."

"Carl and Sandra had another kid five years ago, you know," Lily said to her. "You could check on her."

"Then I shall in a few days. After I take the girls back home with me."

"Mom, if you can give Jen and Gwen an opportunity we can't, then we're not going to stand in your way. Carl and Sandra will say the same thing."

"Thanks so much for the offer, Grandma," Gwen said as she walked down. "But I think that Jen and I can settle for just being gifted humans."

"We want to stay here with our friends and family," Jen said. "Besides, as you can tell, I'm one of the Omni-Twins. The universe needs the Omnitrixes more than they need another Anodite."

Verdona got a shocked look on her face and she snapped her fingers, causing the music to stop and the disco ball to vanish.

"But you two don't even know what you are. Kiddo, we belong on Anodyne among our kind. Allow me to show you two."

Verdona's entire body let out a violet light and everyone shielded their eyes and saw her skin and cloak fall to the ground, revealing her true form underneath.

Her form was more witch-like with wild pink energy hair, pointed ears glowing pink eyes, and light lavender skin. She is also dressed in a black dress with the area around her feet being a dark lavender along with the belt around her waist. She also has a purple shroud over her shoulders with a black collar and a pink gem on her chest.

"See?" she said, her voice sounding much younger. "Just a disguise. This is what it means to be an Anodite."

"Oh man," Ben whispered as he turned to Jen. "I would flip if I had those powers."

"We'll talk about it soon," Jen whispered back.

"So _that's _why she always looked so good," Lily said as Verdona shot over to her with surprising speed.

"Mature Anodites are beings of pure energy. We draw life from the mana around us. It makes sense that we are immortal unless killed."

"You gotta admit, that's pretty cool," Becky whispered to Gwen and Jen.

"The pair of you are too young to make up your own minds. Let me help you girls. I'll destroy your physical bodies and free the Anodites inside! It'll be fun. And you'll be able to think. Much more clearly..."

"What?!" Jen shouted. "No way!"

"Destroy?!" Ben and Becky asked in unison.

"Their bodies?!" Kevin and Allison shouted.

"Destroy our bodies?!" Gwen shouted. "You're not serious, Grandma!"

"How do you two know that you'll like something if you don't try it?"

"Grandma Verdona, they said 'no,'" Ben said with a glare as he activated his Omni-Suit and Allison and Becky activated their superhero outfits and Kevin glared.

"Another dance, kids? Okay. But just this once," Verdona said, activating mana spheres around her fists as the others glared as she blasted them out of the wall, creating a massive hole in it as they landed out on the garden.

Jen and Gwen ran out towards the rest of the team as Verdona floated out with a smirk and a giggle.

"Now _this _is what I call a party!"

She blasted out a mana beam from her hands that created a crater in the ground as the two Anodite hybrids created a forcefield to protect their friends as Lucky Girl blasted out two disks of mana that Verdona swatted away with her mana tendril hair and Omni-Pink adjusted her Omnitrix and slammed the core down to transform into...

"Rockette!" she shouted before she twirled her guitar and sent out a sound wave that blasted Verdona back as she stood up and glared.

"Ooh, a Zepplian. Those aliens know how to party," she said as she glared outwards.

"Nice try, Grandmother," Rockette said in her cheeky British accent, typical of most rock stars. "But we won't get fooled again!"

Gwen stood up and glared as she created two mana disks and started floating on a mana platform.

"Gwen, get back!" Matter Girl shouted.

"Hit the road, Ally!" Gwen glared.

"Huh?" Matter Girl asked as Huntress nodded to the road. "Oh!"

She and Kevin absorbed the stone from the pathway and started tossing rocks at Verdona, causing her to groan outwards as Omni-Green glared and slammed the core down transforming into:

"Spidermonkey!" he hooted. Spidermonkey had four arms, two pairs of green eyes, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with two stripes near the tip. Spidermonkey wore the Omnitrix symbol on his chest.

Gwen created a shield of mana in front of her that Verdona struggled to break through with her hair tendrils and she smirked as Huntress flew in and gave her a drop kick to the ground before she pulled out her spear with a glare.

"Sorry, granny. But I'm not letting you take my sister away!" she shouted as Verdona created her own staff of mana and the two clashed with each other as Verdona smirked and tripped Huntress up with her hair as she smiled.

"Too bad you didn't have the spark, Rebecca. You truly have the gut instinct of a true warrior."

She then flew over as Rockette blasted away with a flaming skull blast from her guitar that hit her full force as she shouted out and flew towards her as Spidermonkey shot out some webbing from his tail and blasted out at his sister, pulling her away from the crazy energy alien.

"Check it out! Hands-free!"

Verdona groaned outwards from the onslaught of rocks as Matter Girl ran in with her hammer hands and shouted out just as Verdona wrapped her prehensile hair around her entire body and tossed her into her brother with a groan.

"Why, Grandma!" Rockette said as said Anodite turned her head to see the twins with Gwen as Spidermonkey created a web net that Rockette pulled back with a large mana ball inside of it. "What big trouble you have!"

He then let loose the ball that hit Verdona hard and caused her to fly backwards into the crater as Frank, Lily and Ken looked on helpless at the fight going on in their yard.

She braced herself with a groan as Gwen fired mana bolts at her and Rockette fired away blasts from the neck of her guitar, blasting her away with a shout.

Becky ran up and kicked up, blasting her away with a high kick and punch to the face, sending her flying back as Gwen ran in and kicked her upwards.

"She's weakening!" she shouted to the others while she flew up, only to be blasted back as Verdona shot upwards and blasted towards Gwen with a shout only for Spidermonkey to punch her in the face and Rockette to swat her away with her guitar.

Spidermonkey then shouted out and tied Verdona up with his webbing from his tail as he smiled. "Spidermonkey's got it covered. Ooh-aah!"

Kevin ran up with a large boulder that he was about to bring down... only for Verdona to give a sad frowny face to him as he looked towards the others.

"Dudes, I don't know if I can pound your grandmother."

"That's okay," Rockette smirked as Spidermonkey smiled.

"We're just teaching her to mind her _mana," _he chittered.

"Good one, Ben," Verdona chuckled.

Seriously, that sounds like something that Luan would say," Matter Girl said just before they shot towards Verdona and she shot up out of the webbing and shot her hands and tendrils out as everybody noticed a pink mist flowing from the grass and plants around them and into Verdona as Rockette looked away.

"Whoa."

"She's drawing mana from the millions of living things around her!" Gwen realized.

"The grass!" Huntress said.

"The trees!" Kevin shouted.

Verdona smirked down at the Omni-Team as they glared at her.

"I'm really enjoying this!"

She shot her hair tendrils outwards towards Kevin and pounded him into the ground with his own boulder while she manipulated the vines and tree branches around Allison's limbs, tying her up in plants.

"I should get out more often."

She then shot her hair towards the webbing, tying Spidermonkey in his own trap as she looked towards Gwen adn Rockette as she watched her Omnitri time out and she looked at her granddaughters as Becky aimed her bow at her.

"If you want these two, you'll have to go through me."

"That won't be a problem," she said as she shot a mana straightjacket at the wild girl, trapping her in its grip as she squirmed on the ground and she looked towards Gwen and Jen as they stepped back in fear. "No need for a tantrum, sweeties. It'll all be over in a second."

Gwen and Jen blasted out a mana charged ball towards her and she blocked it with a shield as they avoided and Jen prepared her energy blades and blasted towards her with a shout before she only wrapped them up in her hair with a smile.

"One day, you two will learn to create new bodies. Any kind you want..."

"Enough!" Jen shouted as her eyes glowed pink and she gave out a battle cry and a mana surge that caused her to morph into her Anodite form, which now had a more pronounced chest with a dark pink shirt with white outline that revealed her naval, pink shorts with a small pink transparent skirt, short pink gloves and small white boots with a heel.

"Whoa," Allison gasped as Jen shot forwards and gave a blow to her grandmother's chest that sent her skittering back towards the white picket fence with a smile.

"You can already transform, Jennifer. Impressive. I haven't been hit like that in 200 years. Not bad for a youngling," Verdona smirked, wiping her lip.

"Haven't done it in five years," Jen admitted. "Grandma, please. We thought it over and we do want to train with you."

"We do?" Gwen asked as her cousin shot her a death glare, causing her to zip her lip.

"You do?"

"But we also want to live our lives," Jen said to her grandmother Verdona floated back as Gwen joined her. "I have a great boyfriend and amazing friends and family that love me."

"We like fighting monsters and saving the world," Gwen said as Verdona looked down to them with a smile.

"Anodites help tons of people all across the universe. You two can use your new powers however you want after you've mastered them in 60 to 70 years give or take."

"It's more than that, Grandma," Jen said, taking Verdona's hands. "I like music and cheerleading and movies and just being a girl."

"And I like swimming and school and breaking boards with my hands and running and feeling tired afterwards and... kissing boys."

"I mean, come on, Grandma," Jen said. "Remember all those good times you had with Grandpa?"

"Oh, but I was just a kid having my fun. Trust me, kiddos. Grown up parties are so much better."

"We'll find that out eventually," Jen said. "And we would like to see Anodyne one day. But we love our lives here on Earth."

"Grandma Verdona, just admit it. You miss them and you miss your ex-boyfriend too. I mean, it's why you're here."

"Max should've been like us, sweethearts. He had a spark all his own. He was a lot like your Osmosian friends... Curtis and Alejandra."

"Kevin and Allison," Kevin groaned.

"Energy beings talking here."

"No, you're the energy being. We're just part energy beings, but we're still human too," Jen said.

"Maybe I've forgotten what's that's like," Verdona admitted, wrapping them up in her hair and floating them up in the sky. "Still, what I'm offering you two is so much better. Think of the amazing powers you'll have. The things you could do."

"Like we said, we do want to train with you, Grandma. But we want to live our lives down here too. That's why we're making a proposition with you," Gwen said.

"You're making a proposition with _me?"_

"Yes," Jen said as she took her grandma's hands. "Stay."

"What?" Verdona asked, confused.

"Did I stutter? We want you to stay here on Earth with us. That way, you can train us to use our powers to their full potential, while we get to live our lives too," Jen reasoned as Verdona floated down.

"Humans are interesting creatures to be around," Verdona said as she smiled and hugged her granddaughters as they hugged her back. "I guess I don't have any reason to go back to Anodyne for anything other than my roots. Very well, you two have won me over."

She snapped her fingers, fixing the damage around the entire area as she smiled.

"How did you do that?" Gwen asked, shocked as Jen powered down.

"You'll find out in about 2 years. Maybe sooner," Verdona said, smiling. "I will see you two by the lake Saturday morning. Don't be late."

"We won't be. But promise not to destroy our bodies?"

"Deal."

Verdona smiled. "Oh, and Ben and Becky? Way to stick up for your sisters."

"Thanks, Grandma," Ben said with a smile.

and flew off with a smile into the distance to find a place to live on Earth

"I could get used to living on Earth again," she thought to herself. "My grandchildren clearly love this place. Just like their grandfather."

Jen looked down and saw a flower on the ground where Verdona had left.

"Come on guys," she said as Gwen jabbed her shoulder. "We know where this goes."

* * *

The entire group gathered as they laid the flower by the tree on the lake and smiled as Ben turned to his sister and looked concerned.

"Do you think Mom and Dad know about you being... you know. Half-alien?" he asked as Jen sighed.

"I honestly don't know. They don't seem to have any idea of the Omnitrixes or aliens in general. So..." Jen said as she looked to the stars.

* * *

Verdona sat down in a clearing by the woods on a rock, generating her human form again, as she looked to see a bright light appear behind her as a portal opened up and saw none other than Princess Celestia walk out with the Scarlett Warrior in tow as she smiled.

"Hello, Verdona," Celestia said as she smiled. "I see you met your granddaughters."

"Princess Celestia," Verdona said, bowing to her. "It is an honor to meet the leader of the Protectors. And my granddaughter's guardian."

"Jen is exceptional," Scarlett said. "There is a real concrete reason why I was assigned to look after her."

"The power and energy she has right now is... unusual for a youngling," Verdona admitted. "Do you think that she's..."

"We don't think," Celestia said. "We _know_ that she's the Master Spark. She has all the signs that we've been searching for the past 15 years since Adaline died."

"Then she will be trained properly to be the Master Spark."

* * *

**I warned you guys that I got rid of the rules. Name one of these AUs where they decided to have Verdona stay and train Gwen on Earth? You can't. I believe that I'm the first.**

**Next time on Ben and Jen 10: Alien Force**

**The Gauntlet**


	10. The Gauntlet

**I apologize for this chapter being late, I really do. But keep this in mind: constantly pestering me about it isn't going to make these chapters come out any faster. Contrary to popular belief, I do have a life and I do like to do other things besides this.**

* * *

At an abandoned warehouse (not the one where the Light Twins were staying at) the Omni-Team was deep in the heat of battle with a large robot. Pink and red explosions rang throughout the warehouse and everybody avoided the blasts, especially the armored Kevin as Omni-Pink and Lucky Girl created force fields to block the laser blasts that were fired towards them as Omni-Green dived out of the way and blasted his own green laser blasts outwards that blasted into the machine with a shout.

Matter Girl was blasted by a shot that cracked her stony armor as she glared.

"You okay?" Huntress asked her dodging a shot.

"I've been better," she groaned.

Lucky Girl blasted out mana blasts and fireballs towards the giant mech as it blasted at her and her cousin with a shout of effort as she dodged on mana platforms and leaped forwards with a glare.

"Remember Grandma's lessons yesterday?" Lucky Girl asked Omni-Pink as she nodded and they both blasted out mana waves towards the creature, blowing it backwards with a shout as the samurai-like mech blasted red lasers outwards with its finger lasers and they both backflipped downwards and hit the ground with a grunt as Omni-Pink generated her energy swords and sliced through the blasts along with her brother.

"We're in trouble," Huntress said.

"You think?"

"How long before you two can change?" Kevin asked.

"I don't know," Omni-Green said. "Firefox and Jetray did nothing to this guy."

"We still need a few seconds," Omni-Pink rapidly fiddled with her Omnitrix as everyone leaped away to avoid the fists and blasts towards them with a shout of effort.

"Hold on! I'll see what I can do!" Lucky Girl said as her eyes glowed pink and she shouted out, remembering the trick that her grandmother daughter her as she fired out five walls, boxing the mech inside the mana box. This didn't work too well as the robot smashed through the walls like they were made of paper and Lucky Girl flew back with a glare.

"Ben! Jen! A little help here!" Huntress shouted as she fired her arrows into each of the robots fingers, causing a bit of a blow back as it flew into the wall. "Any time!"

"Almost," Ben glared as he and his sister adjusted their Omnitrixes

The Levins ran forwards as Matter Girl used her hammer arms and slammed the robot away before it grabbed her leg and slammed her into her brother, causing both of their armors to crack and they groaned in pain.

"Let them go!" Huntress shouted as she ran in with her extremely sharp machete and sliced the robot's hand off with a shout, causing it to drop Allison and she fell on the ground with a glare as the robot's head crest started to glow red with anger. "I... may have just made things worse..."

"It's okay. We're back in business," Ben said as he and Jen shifted through their playlists with a glare as Ben stopped on Humungousaur and Jen stopped on Rockette.

"Hey, guys? You know who would be perfect for this job?"

"Gee, the suspense is killing me," Kevin said as the twins slammed the cores down.

Ben's entire skeletal structure started to deteriorate and melt down into a puddle of green goo on the floor before an anti-gravity device floated by him and formed him upwards into a more humanoid form.

"Goop!" he shouted.

Blue fur and grey sprouted from Jen's form and she grew a long prehensile tail and two extra arms grew from her sides and she grew two more eyes below her main pair as the irises turned pink. The pink Omnitrix symbol rested on her chest as she kicked out her primate like foot and she backflipped with a hoot.

"Spidermonkey!"

Everyone looked at Goop with a groan.

"Ew..."

"You know this is cool," Goop slurred with a smirk as he used his anti-gravity device to float over towards the robot that swatted down towards the creature as Spidermonkey swung over and slammed into the robot's hand as its head crest glowed red and the robot swatted as she swiftly avoided and webbed a large crate and swung it over with a shout and slammed it into the robot as it slammed its hand onto Goop, only for him to ooze through the mechanical hand and then reform even after it blasted its lasers through his form.

Spidermonkey glared and swung over with a shout as she punched and kicked towards him... right before it stuck its palm outwards towards her and the others and she deadpanned.

"Oh, webs," she said as it charged up its palm and blasted everybody away from the creature, sending everyone flying through the warehouse wall in a fiery explosion, as well as the severed gauntlet.

Goop splattered in a heap on the ground next to his sister as the anti-gravity device floated over towards him and caused him to reform as Spidermonkey got up next to him... right as the robot jumped through the hole and grabbed her tail, swatting her into Goop's anti-gravity device, causing them to both roll into a heap at Kevin's car.

Everyone looked as they saw the robot trying to reform its hand from the socket.

"Okay, that's not happening," Goop's voice rang out from the anti-gravity device as he floated over and reformed the slime into the socket, oozing all throughout the robot's systems as Spidermonkey looked on and gulped.

"She's gonna blow!" she shouted as everybody ran to take cover from the impending doom. "Save yourselves!"

They all looked as Goop just oozed throughout the robot's circuitry and they shouted out as goo started to ooze through the sockets in the robot's frame before it exploded outwards and sent Goop's body raining down throughout the area and onto our heroes with a shout.

"Ben, get off of us!" Huntress shouted as the anti-gravity device flew over everybody.

"Sorry."

The ooze then floated over everybody and reformed throughout the area, scooping up all of his gooey body and reformed before he and Spidermonkey transformed back and everyone deactivated their super suits.

"That was pretty cool though. Feels like the old days."

"I don't recall the old days ever being this disgusting," Jen groaned.

"Whatever," Kevin said, picking up the gauntlet as he opened the trunk to his car and it inside. "As long as we took care of this thing for good."

What he didn't notice was that the gauntlet's fingers started moving as soon as he laced it inside his trunk.

Allison groaned as she got onto her bike and the others all filed into Kevin's car.

"You guys want to hit up Mr. Smoothie's?" she asked.

"Yeah, sure. Why not?" the rest of the group all muttered as they all drove off to said teen hangout.

* * *

Soon after they parked outside Mr. Smoothie's, Ben got the six smoothies for him and his friends as Kevin tuned up his car and Allison cleaned off her bike.

"I swear there's still Tennyson goo on here," Kevin said, wiping off his taillights.

"No there isn't," Gwen sighed.

"Nectarine smoothies for everybody," Ben said as he walked up, only for his smoothies to get slammed upwards, splattering all over his jacket and shirt. "Hey! This is a brand new jacket!"

The school bullies, Cash and J.T. were both laughing hard at Ben's misfortune as Jen walked up and glared daggers at them.

"Hey, J.T.! Looks like somebody had an accident!" Cash laughed.

"Yeah, look at that mess, Cash! Need me to get you a sippy cup, Ben?!" J.T. laughed. "Or maybe a diaper?"

The two laughed in hysterics as Gwen, Becky, Kevin and Allison threatened to walk over until Jen stopped them.

"We've got this," she mouthed to them and Becky nodded.

"Okay, you got me," Ben said. "Good one."

"So? What are you going to do about it?" Cash asked, pushing Kevin back... and leaving his handprint in the smoothie mess before he wiped it off as the kids all laughed at his expense. "Now look what you made me do!"

Jen glared hatefully at him as her eyes flashed pink and she brought her hand to her Omnitrix with a glare before her brother laid a hand on her shoulder and she nodded to him.

"You know what? You two aren't worth it," she said.

"Huh?" Cash asked.

"Come on, guys. This is ridiculous," Ben said as he got some napkins and wiped off the smoothie from his jacket and shirt.

"The least you two could do is be original for a change," Jen said. "You've been trying the same old bullying routine since the second grade Cash. It's tired."

"I mean, spilling my drink? Seriously? I can't believe I used to be afraid of you," Ben sighed. "Look around you, Cash? We've all grown up. But you're still the same pathetic loser who has to torment others just to feel good about himself."

"You two are just sad," Jen said as she walked and her brother walked away, heads held high as the teens in the parking lot all cheered for them standing up to the bullies, they're friends and cousins smiling with pride.

Cash and J.T. stood stunned before walking away, Cash with a hate-filled growl.

* * *

Kevin and Allison drove away from the Mr. Smoothie's as Gwen smiled to Ben and Jen.

"I'm proud of you two," Gwen said. "You guys could've totally gone alien on that creep."

"I would've decked him," Kevin said.

"Like Jen said. He's not worth it. We would be no better than him if we did it," Ben said with a smile.

* * *

Later that night, Cash angrily kicked an empty can down the sidewalk as they walked forwards and glared as J.T. walked behind him.

"Man, they got you good, Cash. You should've seen your face when they said-" J.T. began before his friend shot into his face.

"Nobody does that to me, J.T.! Ever! Those Tennyson twins are gonna pay! I'll get 'em back. Then everybody will be laughing at them!"

J.T.'s eyes shot from side to side rapidly before he eyed something and smiled.

"Hey, it's Kevin's car."

"Yeah, so?"

"So if it was me, I'd go trash it," J.T. said as he looked inside Stratton's Ale House and spotted Ben, Jen, Gwen, Becky and Kevin sitting at a table with Allison serving them their food, clad in her chef's jacket and her hair tied into a ponytail behind her back as she smiled at them. "Leave Ben and Jen for later. You mess up Kevin's car and everybody will know you're bad. The baddest in Bellwood! They'll be talking about it for years!"

Cash smirked evilly.

* * *

Soon afterwards, the two bullies were driving the car down the street towards the hill by the woods. They groaned outwards from the effort right past the restaurant window.

Kevin and the others didn't notice as his car was wheeled away as he stuck two straws in his nostrils whistled through them, prompting Gwen to laugh... and the other three to groan from annoyance.

They pushed the machine towards the dead end by the hill and groaned outwards and pushed the car to the edge before Cash pushed it off of the cliff and it wheeled all the way down the car and crashed into a tree stump, opening the trunk and spilling out all of the contents (including the gauntlet from the fight before) and the car alarm went out, sounding all throughout the area.

"Dude, that's hardcore," J.T. said, impressed at what he and his friend had done.

"Come on," Cash said as he moved towards crash site and J.T. followed him before he slammed the front of the car, turning off the alarm.

"Look at all this weird stuff," J.T. said, examining the spilled contents of the truck. "Think we could sell it?"

"HEY!" a voice sounded and they looked up to see Kevin stare in horror as his sister and their friends filed in by him. "What did you do to my car?!"'

"Grab something!" Cash said before breaking off into a run as the others followed him in anger.

J.T. picked up the contents before he followed Cash and Kevin roared outwards.

Allison looked and saw the lights going on in the back of the car and she glared hatefully after the bullies and she punched the stump in anger.

"Kevin," Gwen said in sympathy for her friend as the twins glared and Jen twitched in anger as they activated their Omnitrixes and dialed in Jetray and AeroForce.

"We're going after them!" Ben called.

"Don't, guys," Becky said.

"Come on, guys. We can fly after them. We'll find them," Jen said.

"And then what?" Gwen asked, standing up from her crouch. "You give up your secret to them?"

"They kind of already know. Maybe they don't know that we put them back on," Jen said. "But Casey and Simone know everything. We talk about our missions on our girl talks. But they promised not to tell anyone else."

"It's like you said, Jen. They're not worth it," Allison said. "Besides, they can't hide forever. We'll get them."

The twins looked unsurely at each other before glaring after their archenemies.

* * *

In the bullies' hideout in an abandoned warehouse, Cash glared at his friend as he held up the gauntlet.

"All that cool stuff in that trunk and you grab an arm?"

Cash laid it on the table as J.T. shrugged to him.

"I think it's pretty cool," J.T. said, putting it on. "Kind of like a glove. Look, feel the awesomeness of my mighty robot arm!"

He then imitated lasers firing before an actual laser blasted through the roof, creating a hole and they looked outwardly in awe at what just happened.

The two then smiled to each other in wordless agreement.

* * *

Later, with some empty bottles on a shelf, J.T. aimed the gauntlet at them with a glare and blasted the glass bottles with the lasers from his finger and they were instantly destroyed.

"Alright!" Cash said. "Give it!"

"I found it," J.T. protested as his so-called friend moved forward and then pushed on his face.

"So?"

"So it's my turn! Ow, ow, ow!"

Cash finally after a few minutes managed to pry the gauntlet off of J.T., causing him to fall to the floor and into the mannequins.

"It ain't finders keepers, J.T." Cash said, pointing at a mannequin and firing a large laser through it and straight through the wall.

Impressed, Cash laughed maniacally and blasted through the bottles and mannequins like crazy.

"Cash, you okay?"

"Oh, yeah. This'll scare the juice out of those Tennyson twins. That'll be the last time they ever talk smack to me."

"Ha, yeah," J.T. chuckled nervously. "That'll be hilarious.

Cash only smirked evilly at him.

"You're not joking."

* * *

Later, when Cash was fast asleep in a chair, the gauntlet still on his hand, J.T. snuck through the darkness in the factory as he tried to look towards the gauntlet. He was about to reach for it to take it off when Cash opened his eyes, glowing red as J.T. stumbled back and fell to the floor.

Cash stood up from the chair and glared at his friend, who looked at him, scared.

"I said it's mine."

* * *

The next morning, at the Levin's apartment with a built-in garage, Kevin was on his work bench, working on the underside of his car, trying to fix the damage done to it, mumbling to himself.

Gwen was asleep in the chair nearby with Becky standing by her and Allison leaned on the opposite wall, listening to heavy metal music on her Android as Kevin mumbled angrily to himself.

"I can't believe those punks touched my car," Kevin mumbled. "What did they do to you, you-"

Ben and Jen walked in with a tray of smoothies and Ben looked to see Kevin as Allison shrugged.

"Kevin," Ben asked. "Have you been working on that thing all night?"

"And I'm not leaving until my ride is cherry."

"Need some help?" Jen asked as she passed a smoothie to her best friend with a smile.

"You want to help me? Go away."

"Kevin!" Allison scolded.

"No, it's cool. His loss," Ben said as he walked off and Jen shrugged.

"So sorry about your car, dude," she said as she took a smoothie and walked away as Gwen woke up.

"She's right. We're sorry about your car, Kevin," Gwen said. "But that doesn't mean that you have to be such a jerk to the twins."

Kevin sipped at one of the remaining smoothies and groaned out.

"Ugh. I think I got some kind of fruit bone in mine."

Becky glared as she took the smoothie out of his hand and he sighed.

"Fine. I'll got get them."

However, just as he was walking out of the garage, J.T. suddenly ran up, panting as he looked to the four.

"Where's Ben and Jen? I gotta warn them. Something's wrong with Cash."

"You mean the guy who messed with my brother's car?" Allison glared, pounding her fist into her hand. "And weren't you there with him?!"

"It was his idea, really!" J.T. lied.

"Uh-huh," Becky said, totally unconvinced.

"Cash is looking for Ben and Jen! Says he's going to teach them a lesson they'll never forget."

"I wouldn't worry about the twins, J.T." Kevin said as he wiped the grease from his face. "I'd worry about your friend first. Where is he?"

"At the old mannequin factory downtown. We hang there sometimes. Okay, all the time."

"Got it."

And just like that, Kevin broke off into a pace as he ran out of the garage towards the mannequin factory as Allison sighed and walked over to her motorcycle and turned the keys in the ignition.

"I'm going after him, guys," she said. "I've got to make sure my little bro doesn't do anything stupid."

"Good luck," Gwen said as her friend pulled out of the driveway and followed Kevin. "What happened to you, J.T.? Back in first grade you and Ben used to eat paste together."

"Wait, what?"

"*SHH!* You were nice. But then you started hanging out with Cash."

"Cash isn't so bad. I make him laugh and he always has my back."

"Really?" Becky asked with a heavy glare. "Both of you act like total jerks."

"Cash is Cash. What do you want from me?"

"Seems to me you have a lot of influence over him," Gwen admitted.

"Enough so I get to watch him beat people up instead of getting beat up myself."

"Yeah, sounds like the basis of a great friendship," Becky scoffed.

"I-"

"Why are you still here anyway?" Gwen asked. "If Cash is such a great guy, why don't you just go hang out with him like you always do?"

"Look, I just wanted to warn Ben and Jen-"

"Don't. It's not like when we were little, J.T. The twins can take care of themselves," Becky stated.

"But what about me? Cash is seriously bent. I mean, something's wrong. And if he finds out _I _told-"

"Nothing is going to happen to you, J.T.," Gwen said. "We'll make sure of that."

* * *

"Knock knock!" Kevin said as he kicked the door to the mannequin factory in as he glared outwards and Allison followed him inside as she and her brother looked around.

"Don't bother hiding, Cash," Allison said. "Your weasel friend already told us you were here."

"Levins?" Cash asked from across the room. "I don't have any beef with you two."

They looked upwards to see the hole in the ceiling and Allison zipped her lip.

"That's where we differ," Kevin said. "You trashed my car!"

Cash walked out of the shadows and the Levins' eyes widened at his appearance. The gauntlet on his right arm had expanded and was extremely muscly. The metal had also gained a vein-like structure that had spread over to the left side of his torso.

"Okay, that's a surprise," Allison deadpanned as she pressed her watch and suited up with a glare.

"Pretty cool, huh?" Cash asked. "I can also do this!"

He blasted his arm out and fired the laser from his fist, prompting the Levins to dodge as it blasted directly through the wall with a shout.

"You two were just about to leave, right?"

"No," Kevin smiled as he absorbed the concrete from the wall with a smile. "This is good. This is real good."

"What are you talking about?"

"Seeing as how you're all jacked up, I don't have to hold back."

"Kevin," Matter Girl said as she looked to him. "I don't know about this. He's clearly not the Cash from before."

"I don't care. He trashed my car."

He then shouted out and slammed his fist into the ground, sending a shockwave outwards from the ground that knocked Cash back before Matter Girl tossed a crate at him and he kicked out and destroyed it with a single kick before landing on the ground, perfectly fine.

"That didn't even hurt."

"Yeah? How bout this?!" Kevin shouted as he ran forwards and punched outwards, but Cash just dodged all of his blows and then grabbed his arm and punched upwards, sending him crashing into the wall behind him, forming a small crater.

"Kevin!" Matter Girl shouted before she absorbed the metal from the railing and ran forwards, morphing her hands into hammers, running forwards and slamming into Cash's arm before he dodged and hit her with his regular hand and knocked her back before she ducked and swept his feet with her leg, tripping him up as she panted heavily. She was just about to finish him off when she was blasted with his laser sending her flying up into the ceiling before crashing back down with a grunt of pain.

"No way," Cash said in awe.

But just as he was in awe of his own power, the ground beneath him started to split open and Kevin flew up and gave him an uppercut. He was sent stumbling backwards before he blasted him with his laser again, sending him back and causing parts of his armored skin to break. He then ran forwards and grabbed his leg before giving him a powerful toss into the ground, sending him crashing down through several levels of the building as he tried to keep himself up with everything he had.

"No," Matter Girl said as she got to her feet and then ran down the stairs to his level, not wanting to hurt herself on the way down as Cash looked down the hole.

As Kevin struggled to move, Cash blasted his laser down the hole in the floor, blasting him and breaking his armor, a sadistic smile clean on his face. Kevin then sommersaulted ahead to avoid his blasts and weakly crawled ahead to reach out and grab the metal bar from a shelf, only for Cash to jump down and blast him as he was absorbing the metal.

Cash grinned as Matter Girl appeared from the staircase and gulped as she saw him blasting her brother to kingdom come as he groaned out in pain.

She then attempted to sneak up on him from behind and slam him in the back of the head, but he wasn't fooled by that. He then grabbed her arm and she gulped.

"Um... hi?"

"Big mistake."

He then blasted Kevin and her upwards into the top floor again and leaned upwards as Matter Girl struggled to her feet and helped her brother up on her shoulders as she wobbled weakly. He followed them upwards as he grinned at them.

"Guess this means you two aren't the coolest kids in town anymore, Levins," Cash said.

"And you are?" Kevin asked. "Not on your best day!"

The metal from the gauntlet suddenly started moving on its own, expanding towards the left side of Cash's torso to cover its entirety as he grinned out at them.

"Oh, you guys don't have to worry. This isn't about you. Ben and Jen Tennyson, that's who this is about. You guys tell them: 3:00. Mr. Smoothie parking lot. If they don't show, I'm coming for them."

Kevin and Allison looked at each other, concerned as Allison struggled and walked ahead.

"I'll go get them. You stay here."

"I'm not going anywhere," he groaned. "You're in much better shape after that than I am."

She then grunted and limped towards her bike nearby.

* * *

At the Tennyson household, Jen was smiling as she sat by the TV and watched Toy Story 3 with Emma by her side.

"This was my favorite movie when I was your age," she said to her little sister and she giggled slightly.

Ben sighed as he gulped a smoothie down as the door burst open and Gwen, Becky and J.T. walked in.

"There you two are! Do you know how long we've been looking for you?" Gwen scolded.

"Sorry. Mom and Dad are out and we had to babysit Emma," Jen said as Emma smiled.

"Hi, cousin Gwen and cousin Becky," she said as Becky felt at her chest as her heart started to seize from the cuteness overload.

"How many of those smoothies have you had today, Ben?" she asked.

"Enough to know that chocolate and carrot aren't two tastes that taste great togeth-"

"Wait," Jen said as she saw J.T. and his concerned look. "What are you doing here, J.T.?"

"Hey," he said.

"You know that our house is a no bully zone!" she said as she and Ben stepped up to him. "Take Emma to another room. This is about to get ugly."

"Right away," he said as he picked up Emma and walked up her up to her room and set her on the bed. "Sorry Emma. Your big brother and sister have business to attend to."

"Okay. Night, night, big brother," she said as she started to play with her hand-me-down dollies and Ben walked down to scold J.T.

"Why is he here, girls?" Jen asked.

"He came to warn you," Gwen explained.

"Ben, Jen! You won't believe this," she said.

"It's Cash," J.T. finished for her.

"We weren't worried at first but Kevin and Allison went after him hours ago," Becky said.

"You're worried about Kevin?" Ben asked. "He and his sister are going to concern him.

That was when they heard the all-too familiar hum of a motorcycle approaching as Allison burst into the room, gasping out for breath as she went to the twins.

"Ben, Jen, it's Kevin!" she said. "Cash beat the snot out of him and me at the mannequin factory!"

"Or not..."

"We need to go! He's still there!" Allison shouted.

"I'll show you guys," Cash said. "It's not far from here."

"I'll stay here and take over babysitting your sister," Becky said with the others nodding before they ran out and she sighed and turned on the TV to AMC, which was currently showing The Walking Dead. "Whatever happens from here on out is not my problem."

* * *

The group walked up to the abandoned Mann and Phillips factory with the holes still smoking from the laser heat.

"Whoa," Gwen said as they stopped and stared. "It's all messed up. There was a fight here."

"This place is abandoned," Ben said. "It probably always looked like this."

"Nope, there was a fight," Allison said with a groan. "Between us and Cash. Totally wiped the floor with us. I haven't had my butt kicked like that for a long time. Not even when I tied with Nora Cesaire."

"She's a champion kickboxer," Jen explained.

"These holes in the wall are new," J.T. analyzed. "But the garbage has been here forever. And over there by the loading dock-"

He was cut off as he saw Ben, Jen, Gwen and Allison walk off to look inside the building and he sighed before he went off to join them.

"Kevin?" Allison asked as she saw Kevin groaning as he sat down by the hole in the wall, his clothes slightly torn from the fight. She ran over and helped Kevin up, putting his arm over her shoulders.

"I got you, little bro," she said.

"Bet you two are loving this, eh Benji, Jenny?" Kevin asked.

"Kevin, what happened?" Gwen asked. "Are you hurt?"

"It's not as bad as it looks," Kevin said.

"He went easier on me," Allison said. "Maybe it's because I'm a girl or because I'm tougher than he is, no offense."

"None taken, sis."

"Wait, Cash did that to you two?" Ben asked as Kevin glared.

The twins just couldn't help but giggle and laugh at that before stopping.

"Right, not helping. Stopping now," Jen said.

"He must have got a hold of some alien tech," Kevin said. "He kinda looks like that robot we fought yesterday."

"J.T." Gwen scolded. "Is there anything you forgot to tell us?"

"Uh, maybe..." J.T. began. "When we- I mean Cash trashed your car and all that stuff fell out, we grabbed something. A big metal glove. It shoots lasers. I tried to get it back but Cash wouldn't give it up. It's like the glove possessed him. I'm telling you, he's not himself."

"He called you two out," Allison said. "3:00, Mr. Smoothie."

"We'll be there," Ben said. "This is gonna end. Now."

"Actually, more like in about fifteen minutes," Kevin said with a cough.

"Sorry, these things don't tell time," Jen said with a chuckle. "Gwen, I don't want you helping us. This is our fight, not yours."

"Got it," Gwen said.

"Go," Allison said. "I'll take care of him back home."

"Good luck, guys," Kevin said as the group nodded and they ran off for the showdown.

J.T. hesitated as he looked back to see the Levins' glaring faces.

"Wait up!"

* * *

At the Mr. Smoothie, the teens in the parking lot were all socializing with each other when a huge explosion occurred by the building near them. They looked towards it as the smoke cleared to reveal Cash, now bulkier than before. The metal had completely coated his body up to his head, his left arm mirroring his right now as his feet were covered in metal boots and his torso was now the black of the robot from before as the metal veins snaked up to his head.

The teens all shouted in terror before running off to safety as Cash advanced towards them. Two teens tripped and fell on the sidewalk as Cash loomed over them.

"You all thought I was so funny before? Well who's laughing now?!"

"Hey!"

Cash turned his head to see the Tennyson twins approach as Jen glared hatefully at him as her eyes flashed pink and she cracked her knuckles.

"What is your problem?" Ben asked.

"You two are my problem, Tennysons! But now I've got power. And no one can stop me, not even your friends Kevin and Allison!"

Gasps were heard behind him as Cash turned back to the teens.

"That's right. I kicked Kevin and Allison Levin's butts. And you two are next, Tennysons."

"We're not gonna fight you, Cash," Jen said.

"Well then, this should be over pretty quick," Cash said, preparing his laser to blast the twins.

"Cash!"

He turned his head to see Gwen and J.T. rush in to stop him.

"Look, this is messed up. We were supposed to be having fun. This ain't you, man."

"You ratted me out!"

Cash blasted his laser towards J.T., only for it to be blocked by Gwen's mana shield as she glared at him.

"Nice friend you've got there!"

Cash leaped towards them, preparing to crush them, only to get tackled out of the way by Ben, who had transformed into Chromastone, sending him skittering back as Jen flew in in her Anodite form and blasted out several mana bolts to him, sending him skirting back some more as she floated by her brother, hands coated in mana as she glared.

"Cash, listen to us," Chromastone warned. "You don't want to do this."

Cash blasted out his laser to Chromastone, only for the laser to phase through as he flickered in and out like a hologram as it struck the Mr. Smoothie sign, setting it ablaze. He then doubled the dose to Chromastone, only for him to shoot his arms to his sides as the laser struck his chest, causing him to absorb the energy as it flooded through his veins. He then shouted out as he blasted his hands out, sending an ultraviolet ray to Cash, sending him flying back.

Jen took her turn as she blocked all of his lasers with her force fields. She then shouted out and sent out several mana blasts from her hands and legs, sending him skittering back before she pounded the ground, sending up several mana tendrils from the ground, ensnaring Cash before she flew in and gave him a mana-charged knuckle sandwich to the jaw, sending him flying back some more to the sidewalk before Chromastone floated in front of her as she levitated.

"Grandma's training you and Gwen well," Chromastone whispered as she giggled.

"You can't beat us Cash," Jen warned. "Just quit while you're ahead."

"You two think that just because you're some freaks, I'm gonna stop? I'm never gonna stop! Ever!"

He charged forwards and smashed into Chromastone with his fists, sending him skittering back before he grabbed Jen's leg and tossed her into her brother with a shout.

He grabbed Chromastone's leg and used him as a mace, smashing him into cars, street lights, the works as Jen stood up on her knees as he flew forwards and smashed her brother into the ground as Cash ran forwards and tossed Chromastone into a truck, sending him slumping down as he advanced towards her.

"What are you going to do to me?" she asked. "I'm just a girl. How will it look to you if you hit me?"

"Come on, Jen. When have I ever cared about what others think of me?"

He then shouted out as he brought his fist down on her before she threw her gloved hands in front of her and shouted out as she felt her feet drag behind her as Cash pushed her before she shouted out and fired two mana beams from her eyes that blasted him backwards and Chromastone flew in and the two engaged in a power struggle.

"Why are you doing this?" Chromastone asked. "Why us?!"

"Why not?!"

"We'll show you why not!" Jen shouted as she created a giant mana fist and slammed Cash down as he struggled in Chromastone's grip, forcing him down to his knees as the armor sparked out.

"It doesn't have to be this way, Cash," Chromastone said.

"None of us win anything by fighting! Just stop!"

"I can't!"

"Yeah, you can!" J.T. called

"No, the machine wants to fight!" Cash said as the metal formed the crest of the robot's head around his. "Look, it's fixing itself already!"

"The Cash I know isn't going to let a pile of scrap metal tell him what to do! You're the toughest kid in school! Fight it!"

"How?"

"That thing doesn't control you. You control it!"

"Maybe," Cash contemplated as he struggled in the twins' grip.

Red energy suddenly seeped out of the machine as Cash struggled and the twins let go of their grip as Cash thrived and spasmed on the ground, the metal receding into his body until the gauntlet was just by itself again.

"Get off me!" he shouted before J.T. ran up and pulled the gauntlet off of his hand, tossing it away before helping his friend up off the ground as the twins transformed back, Jen looking concerned at Cash.

"Thanks," J.T. said to Gwen before looking to the twins. "You guys too. We should get together sometime and eat paste."

"Wait, what?" Jen asked Ben, who shrugged.

"Come on, Cash," J.T. said to his friend. "Let's go."

They walked off as Ben picked up the glove and Jen sighed.

"We have to lock that thing up where it can't take control of anyone else. And I know where that is?"

"Have the Protectors store it away on the Mystic Isles?" Gwen asked.

"You know me so well, cuz."

"Come on," Ben said. "Kevin and Allison are probably back home by now and we have to get back to watching Emma before Mom and Dad show up."

"You're right, bro," Jen said as they walked back home as Jen pulled out the communicator Scarlett gave her to call said warrior queen to pick up the glove.

* * *

**Next time on Ben and Jen 10:**

**Paradox**


	11. Paradox

_*60 Years Ago*_

_In a laboratory in a sealed-off military installation known as Los Soledad, a scientist in a white lab coat with green goggles was working on a time travel experiment along with his lab assistant, Hugo, looking by him with a determined look on his face._

_"You sure this thing is going to work?" the general in charge of the operation said. "Your time machine has cost the U.S. government a pretty penny, Doctor."_

_"The Chronologger is not merely a time machine in the sense of a vehicle, but a subatomic drill designed to bore a tunnel in the fabric of space time," the scientist said. "As for the cost, I believe the alleviation of untold human suffering throughout history is ample justification."_

_"It'll also give our red buddies overseas a thing or two to think about," the general said as he placed his dark protective goggles over his eyes._

_"But to answer your first question, there is only one way to find out," the scientist said as he placed his own goggles on._

_He then pulled the lever to the Chronologger that started to glow with a bright light as it opened a vortex into what I can only assume is the Quantum Realm that started to blow inwards, sending papers throughout the room flying._

_"Are you sure this is safe, Doctor?" Hugo asked._

_"I'm not certain of anything, Hugo! But the chronomagnetic field we generated should protect us."_

_The field started to look to glow white through the vortex._

_"Doctor, I'm frightened!"_

_"Have a gumball, it'll calm your nerves."_

_The scientist smirked as he looked outwards... only for the controls to start to grow unstable and start to grow intense as he gripped his head as the lights and boxes in the corner started to seemingly stretch out due to the fabric of space-time being ruptured as they were sucked into the vortex. The scientist felt his feet drag along as he felt himself getting sucked up into the vortex as well. As soon as he lifted his feet up to run, he was instantly sucked up into the vacuum of the Chronologger's vortex._

_The general and his two soldiers looked along and gasped as some kind of monster started to worm its way out of the vortex with a growl._

* * *

_*Present Day*_

"You two didn't need to come," Kevin said as he drove his car along the desert road with his sister driving her motorcycle alongside him. "The others and I could've handled this alone. It's nothing to us."

"It doesn't sound like nothing, Kevin," Ben said as Kevin put the car in park and they all walked out towards the giant walls.

"Weird noises? Unearthly lights? Rumors of weird creatures out here?" Jen said as Allison put her kickstand down and looked upwards at the large concrete wall.

"Yeah, the guys I got the info from aren't exactly reliable."

"Isn't that a big bad boy thing to do?" Becky asked with a smirk. "Come out here to a ghost town to drag race?"

"How should I know? I just know them from auto shop."

"Uh... bro," Allison asked as Kevin looked behind him to see red writing on the wall reading "Kevin Rules." He only shrugged at that.

"Grandpa Max used to say that Los Soledad used to be a big military base back in the 50's," Ben explained. "It's some kind of research facility."

"Yeah," Kevin said. "It must have been some pretty big research. Check out these walls. 60 years later and there's still no way in."

"Unless you can fly or create energy platforms like we can," Jen said.

"No need," Gwen said as they looked to see a ton of holes lining the wall on their left side.

"What? But they weren't here before."

"Doesn't matter. Let's go," Ben said as they got back on their vehicles and drove through the holes, advancing a little bit before stopping to investigate the debris.

"Did any of you guys notice that those holes were vaguely person-shaped?" Gwen asked as they looked down.

"Weird," Jen said as she looked down. "Maybe something burned through the wall."

"Like what?" Allison asked.

"The same thing that burned through the ground," Ben said as they looked at a burned trail going all around the ground as his sister looked down at the skeletons marking the ground. "Look."

Becky knelt down and looked at the bones, examining them. "This was a bird. And these are lizard bones. They're fossilized. Who knows how long they've been here?"

"Don't you mean 'God only knows?'" Kevin asked.

"Sorry, Kev. I'm an atheist," Becky stated.

"But these bones aren't the only thing that's caramelized."

They looked ahead to see a destroyed phone booth that looked like it hadn't worked in decades. The booth had two foot-shaped holes in its foundation with the door ripped off and the power line sparking out.

"It's like someone turned the slate into sand just by standing on it," Allison said as they looked down at the booth.

"He was probably on hold," Kevin remarked.

"The trail goes to the police station," Ben examined as they looked out to see the trail leading to said building and it went back out into another building. "And to those... apartments, I guess."

"Just to review," Kevin said with everyone turning to him. "Someone stood here a million years ago and then walked to those buildings that were here sixty years ago?"

"You are not helping, Kevin," Jen said. "These could be signs of serious DNAlien activity and it's up to us to-"

"Jen, the DNAliens are not doing this. Does that look like a DNAlien to you!?" Becky shouted as they looked to see some sort of creature moving towards them.

It had blue and white markings over black skin and as it moved, it left behind tons of after-images behind it like some kind of light spectrum.

"Finally, something worth the gas," Kevin said, absorbing the concrete from the ground as the others suited up and Ben and Jen transformed into...

"Chromastone!"

"Crystagirl!"

They all ran forwards to the creature, only for it to move around them like it was nothing. It moved towards the police station and scraped along its wall, causing it to fall down with our heroes underneath it.

"Look out!" Crystagirl shouted as she put her hands together. "Crystarmum!"

A pink barrier appeared above her and her friends as the building fell around them, but not protecting enough for it to send them flying backwards. Chromastone looked up to see the creature was...

"Gone."

The group transformed back as Ben and Jen degenerated their helmets.

"At least the building it destroyed wasn't the library," Gwen said, removing her mask and placing it in her pocket.

"You really love the books, sis," Becky said, moving her hair back behind her ears.

"She's saying we have to research," Ben said. "Find out what that thing is."

"All we know so far is that it's looking for something here in Los Soledad."

"Let's go."

* * *

Our heroes had parked themselves outside of the library as Gwen stood at the computer for research.

"The files are really corroded," Gwen said. "But it looks like this base was built for some king of time travel experiment called Project Paradox."

"Who wouldn't pick the desert outside Bellwood for some top secret research?" Kevin asked.

"They built it here because of the huge quartz deposits," Ben explained.

"Quartz? Time?" Allison asked with a chuckle. "Maybe they were trying to build the world's biggest wrist watch."

"Not funny, dude," Ben said.

They looked up the scientist in charge of Project Paradox as Gwen looked at his picture.

"His name's been censored," Jen said. "But whoever he was, his paradox theory was the basis of some kind of tunnel through time."

"Come on," Becky said as they walked off to the laboratory to find the destroyed time tunnel.

"This place looks like our apartment after that big party I threw last weekend," Kevin said to the group as Jen chuckled.

"By the way, that was pretty rad," Becky said as she jabbed her friend and she chuckled.

"It took me all day to clean up after you and those crazy kids."

"That thing was here too," Gwen said, looking at the burn trail.

"It's all one big trail," Ben said. "It either came here and vanished."

"Or it was born here," Becky surmised.

Everyone heard some crashing from the other room and Ben and Jen hurriedly regenerated their helmets around their heads before slamming the Omnitrixes down to transform into...

"Swampfire!"

"Spidermonkey!"

Spidermonkey ran forwards and shot the webbing out from her tail, hitting its target as Swampfire ran forwards and grabbed the intruder by the shoulders.

"I got you."

They looked down to see the scientist from the computer file before them before he simply teleported his way out of the webbing.

"Swampfire. Spidermonkey," he said. "That takes me back. Or is it forward? It's so hard to tell, Ben, Jen. Have we met?"

Swampfire glared as he and his sister stepped back.

"How do you know our names?" Spidermonkey asked.

"Have we met _yet, _I suppose the question should have been," the scientist said.

"Hey, it's that guy from the photo," Allison said.

"The Paradox guy," Kevin confirmed.

"You haven't aged at all. In 60 years," Gwen said.

"Oh, it's been considerably more than that. Gumball, anyone?"

"No thanks," Swampfire said. "Who are you?"

"What's your name?" Spidermonkey asked.

"The six of you just read my file. I was rather hoping you could tell _me_. It slipped my mind several hundred years ago."

"Did he just say several hundred years?" Becky asked, stunned.

"Yeah, did-" Swampfire began, only to look back to see that the scientist was no longer there.

"By the way," he said from the corner. "You haven't happened to see a space-time anomaly around here, have you? About yea-big? Incredibly destructive? Virtually unstoppable? No, I Must have been thinking of another moment. Ta-ra."

As he left, Kevin ran after him, only to find that he suddenly vanished.

Allison looked out of the corner to see that the scientist was...

"He's over there! Outside!"

"He's obviously connected to that creature," Swampfire suggested.

"We need to talk to him," Spidermonkey said.

"Oh yeah," Kevin said. "We'll talk."

Kevin absorbed the concrete from the wall and ran forwards with a shout, breaking the wall and ran towards the scientist.

"Right after the pounding!"

The scientist shrugged and stepped behind the telephone pole to vanish, leaving behind a confused Kevin.

"Huh?"

He looked beside him to see said scientist step inside the apartments, leaving. Kevin burst throgh the door in anger, wrecking the apartments inside and out as the scientist shrugged from outside.

"Was I in there?"

He ran away as Swampfire and Kevin burst through the door as the group all aimed their powers/weapons at him as he smirked from across the road.

"How does he move so fast?" Spidermonkey asked.

"You mean how do I move so quickly?" he asked as he suddenly appeared by another apartment. "It's called warping."

He suddenly appeared by Allison as she looked over to him.

"Strolling, really."

"That's better," she said, grabbing the collar of his lab coat.

"Easy on the jacket, it's 1,200 years old," he said, not even a little bit scared. "Anyways, thanks."

"Thanks? For what?" Swampfire asked.

"Well, I had a feeling that if you made a loud enough racket, he'd show up."

"He?" Becky asked as she looked behind her to see the anomaly appear behind them.

"Finally, something we can hit!" Kevin said.

"Oh, I really don't think that's a good idea!"

"Those trails," Gwen said, looking at the markings that the anomaly left behind it. "They're not burn marks, they're age! The creature accelerates time!"

"Very good, Gwen!" the scientist said as Kevin ran ahead while the others hesitated.

"Not so fast, ugly!"

He ran forwards and punched the anomaly as it passed, only for him to feel a shock as his armor dissolved in front of him and he felt his skin wrinkle and his muscles start to give way. He fell forwards onto the ground as the scientist ran after the anomaly and the others gathered around him.

"Kevin!" Allison said, turning him over, only to reveal that Kevin was an old man now!

"Kevin!" Gwen said as the Omnitrixes timed out.

"Just touching that thing aged him sixty, eighty years give or take," Jen analyzed.

"We've got to get him to a hospital," Ben said as Kevin came to and got to his feet.

"What are you doing? Get your hands off of me!"

"He's fine," Becky sighed.

"If you call being aged 60 years in the blink of an eye, yes!"

"Come on, Kevin. We're going to get you some help," Allison said.

"Help? I don't need help! I'm gonna kick that thing's keister!" Kevin shouted just before he grunted in pain as he felt his back go.

"Are you okay?" Jen asked.

"My back is killing me, my legs ache and what's up with these shoes? Is it too much to ask for a little support?!"

"He's like a really irritable, short-tempered, crotchety old man," Gwen said.

"Why are we whispering?

"In other words, apart from the ill-patterned baldness, he's pretty much the same as always," Ben said with a chuckle. "So, I guess this makes you the younger sister, Ally."

"Don't even go there."

"Let's go," Jen said as they left for Kevin's car.

* * *

"I'll be taking those," Ben said, taking Kevin's keys as he tried to unlock his car.

"What do you think you're doing?"

"Driving."

"Don't even think about it!" Kevin said. "You don't have a license!"

"I have a learner's permit," he said. "Grandpa Max taught me and it's an emergency. You're in no condition to drive this thing."

"He's right, Kevin," Jen said. "You're near-sighted, arthritic, your reflexes are shot and you're trying to unlock a cactus."

The camera panned away to reveal she was right. Kevin groaned as Ben got into the driver's seat and Kevin sat in the middle with Jen in the passenger seat, sandwiched between the two sisters.

"You should've gone out with me when I was young and handsome," Kevin said to Gwen.

"You mean five minutes ago?" Becky chuckled.

"You were too immature," Gwen said.

"What about now?"

"Too old."

Ben shifted the car into reverse, only to back into some garbage cans with a gasp.

"Oops."

"It's not a bumper car!"

"Uh, guys?" Allison asked from out the window as the anomaly burst back through the infirmary doors and headed towards the guys.

"Back up! Back up! Back up!" Jen shouted as Ben slammed his foot on the accelerator, prompting the car to reverse as Allison revved her bike up and shouted out as she peeled out, kicking dust up everywhere as the anomaly chased after them, Ben in reverse while Allison performed a U-Turn and drove forwards with a cry of effort.

They looked ahead and saw another burst from the lab up ahead.

"Ben on the right!" Gwen shouted as Ben looked in the rearview mirror to see the anomaly approaching fast.

Ben slammed the brake, performing a doughnut with the car as it peeled away with Ben shouting out in effort as they both peeled into the alleyway with the anomaly close behind.

The anomaly approached and brought out a single tentacle, touching the back of the car, immediately rusting it from top to bottom, causing it to slow down.

"No! No! Not the car!" Kevin shouted as Allison gasped and peeled down as the anomaly approached her and she gasped as she wiped out, rolling on the floor as her motorcycle crashed into the walls, immediately breaking the glass windshield and windows while the engine crumpled up like a piece of paper as she groaned out and slammed her fist into the ground with a shout of anger.

"Hang on!" Ben said as he slammed the brakes as he approached a ramp formed from a piece of plywood before the car jumped upwards onto a roof as he groaned outwards with a groan.

Jen then descended down on her energy platforms as she saw Allison groan out as she held her leg in pain.

"My ankle!" she groaned as Jen saw the anomaly leave. "Oh, I think I sprained it. Ow!"

"Mega wipeout," Jen said as she picked her best friend up in her telekinesis before they joined the others back up on the roof.

* * *

"You are never driving my car again!" Kevin shouted to Ben as he saw the car fall apart.

"True."

"You think you've got it bad?" Allison shouted as Jen put two mana spheres around her ankle, slowly healing it before sighing in relief. "I can't believe I lost my bike."

"You can get another one," Jen said.

"When?! I don't make that much money as a chef, you know."

"Where have you been?" the scientist said as he approached the group, holding out a pocketwatch. "You were supposed to be here six seconds ago. Or is this thing running fast?"

"Who are you anyway?" Ben asked. "What are you doing here?"

"What is that creature?" Becky asked.

"Can you fix my car and my sister's bike?" Kevin asked.

"There's something different about you," the scientist told Kevin. "Is it your hair?"

"Yeah, I"m parting it down the middle now and I also got real old!"

"Don't talk to me about old. I walk in eternity."

"Well, you'd better start running in eternity, smart guy!"

"Mm... you might slow us down. I need to fix that," the scientist said as he touched Allison's ankle and she felt her wound instantly go away

"Hey, my ankle's better."

The scientist stood up and pointed to the corner opposite the group as Allison stood up.

"We'll be coming in from right over there."

The next second, the scientist walked out with Kevin alongside him, good as new.

"Kevin!" Gwen said, running up to hug him. "I can't believe it! You're good as new!"

"Well, my back still hurts a little. If I could just lean on you..."

Gwen smiled as she stood up and pushed him off of her.

"Alright, Professor. If you could just fix up my bike and his car," Allison said.

"How do you expect me to do that? I'm a time traveler, not a body shop. Regressing a vehicle would break all the laws of space-time and-"

"Okay, we'll go over the time travel laws later," Ben said.

"But we want answers, now!"

"Same old Omni-Twins," the scientist said. "You two are even more like yourselves now then you were in the future, which, for obvious reasons, I can't really tell you about."

"You want me to hurt him?" Kevin asked.

"I'm not sure you really can," Becky sighed.

"What can you tell us, Mr... Paradox?" Gwen asked.

"Paradox! Yes, that'll do, that'll do nicely," the scientist, now dubbed Paradox, exclaimed. "I'll tell you six my story the way it began, with a beginning, middle and end."

He held out his pocket watch and it glowed blue.

"We'll start in the middle."

Paradox showed everyone a vision of his history, beginning at the scene from the opening as he showed them his failed experiment.

"Los Soledad was built entirely because of my ingenious theory: a time tunnel utilizing the properties I discovered in quartz crystals, which allow us access to past and future events," Paradox said as they witnessed the experiment fail.

"Yeah, well, for a genius, it looks like you blew it," Kevin said.

"You don't know the half of it. Some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was thrown into the event horizon. I must have spent 100,000 years there. I didn't age, or even sleep or eat. Just exist."

"Huh," Allison said. "Sounds pretty boring."

"At first, I went mad, of course. But after a few millenia, I got bored of that too and went sane. Very sane. I began to learn. I now have total understanding of the space-time continuum, allowing me to travel anywhere and anywhen I want. Within reason, of course."

"Do you happen to know of a multiversal group of warriors known as-"

"The Protectors? Of course. I've crossed paths with their endeavors once or twice to examine them. They do whatever it takes to defend the multiverse no matter what the cost may be. Incredibly admirable. The Scarlet Warrior and her associates the Cobalt and Emerald Warriors are especially great at what they do. Therefore, I do not interfere with their exploits unless absolutely necessary."

"So where's your time machine?" Kevin asked. "Should we be seeing a blue police box around here anywhere?"

"Oh, no. I'm no Time Lord," he said. "I'm just someone who was lost in time."

"He doesn't have a time machine," Ben realized. "He has a map. In his head."

"Exactly. I know where all the shortcuts are. I've spent a dozen lifetimes criss-crossing the time stream, making it a better place. Not like the Protectors or the Alliance of Heroes of course. They only travel between universes. I travel through time and space."

"And how much does that pay?" Becky asked.

"At the moment, not even in job satisfaction."

The group suddenly looked around themselves and saw that they suddenly found themselves in a classroom in the laboratory.

"You see, I recently discovered that some kind of extradimensional creature is going to wreak havoc across the universe," Paradox said, lining everything out on the blackboard.

"And what does that have to do with us?" Jen asked. "The way you talk, you take on monsters like this all the time. What makes this one so special?"

"Because unlike the thousands of foes I've faced before, this extradimensional creature came into our plane of reality the moment my experiment went awry."

"Oh, so just to be clear, this is all your fault?" Allison asked.

"There's no way this creature has been wandering around here for sixty years," Gwen said, folding her arms. "We would know about it."

"Time is like a river, Gwendolyn," Paradox said, drawing down a squiggly line parallel to the one already there. "It roves, flows and bends. Sixty years ago, I accidentally set off a depth charge in that river. The creature I released was blasted sixty years through time to your present, doing this to your future."

He drew a series of lines all over the river diagram, showing that everything was scrambled.

"But all it's doing is messing up an old army base," Becky said. "Why is that a problem at all? Why not just leave it alone?"

"That's a better question for the man on the moon."

"What?" Ben asked. "Who's the man on the moon?"

"I am!"

Everyone suddenly shot their heads around in awe, finding that they were on the moon.

"Probably some sort of time trick," Allison said.

"We're on the moon," Ben said.

"No. We're on the moon in your distant future."

"What?!" Kevin shouted. "How are we still alive?! How can we breathe?"

"Good question. Not remotely the point though," Paradox smirked. "Imagine what the Earth would look like in, say, 200 years with that time monster wandering all over it, aging everything that crossed its path to dust. For those of you with no imagination, the Earth is up there."

Everyone looked up... and then immediately regretted it. They saw the planet with tons of browns and greys, no blues or greens at all. It was surrounded by a red aura and looked incapable of supporting any kind of life whatsoever."

"You brought us to the worst possible version of the future," Jen said, her eyes widening in horror.

"No, Jennifer. Should I fail to stop that creature, this is your _best _possible future."

"Not a pretty sight, is it?" an identical voice said as they looked to see an exact copy of Paradox ahead of them.

"What are you doing here?"

"I'm allowing myself to feel the full impact of my failure."

"Okay, who's he?"

"He's a parallel Paradox," Ben realized.

"We're meeting up with the same guy who came from a different point in the past," Jen said.

"The twins have an innate sense of trans-temporal metaphysics. Something that will serve them well in their future... or should I say past?"

"Bet I drive good too," Ben smirked to Kevin, who groaned.

"We can breathe on the moon in the future, but you can't fix our rides?"

"What should I do?"

"Obviously, not what I did," the parallel Paradox stated. "But whatever you do, you'd rather do it quickly. Time is running out."

"Let's do it," Allison said as Paradox activated his pocket watch and transported them back to their present and Gwen and Allison tied their masks back in place as Ben and Jen regenerated their helmets.

"Why come back here, though?" Omni-Pink asked. "Why don't we travel back in time and stop the time experiment from ever happening?"

"Isn't it just like an energy being to think outside temporal convention?" Paradox asked.

"We're only half-energy being," Gwen deadpanned.

"The experiment that releases the creature, also unsticks me in time. And that must happen because, in all modesty-"

"You've saved the world dozens of times," Ben realized.

"Hundreds, actually. In fact, one time, you, your sister and I work together to save the entire uni- never mind. The creature should be here any-"

It was at at that point that they heard some crashing and roaring as they heard the creature approach.

"You could set your watch by it."

They saw the church by them start to decay and fall apart as the twins nodded and slammed their cores down, transforming into-

"Jetray!"

"AeroForce!"

As the creature approached from the rubble of the church, Jetray blasted his neuroshocks at it while AeroForce sent out her mini-cyclones towards it, both doing absolutely nothing.

Paradox reached into his pocket and pulled out a ton of... gumballs, which he threw at the creature, prompting it to stop.

"They hit it?" Jetray wondered. "Doesn't everything age into oblivion as soon as they touch this thing?"

"Gumballs last a really long time. Look under your desks at school, now get back!"

Jetray and AeroForce looked to see the creature approach before they immediately took to the sky.

Lucky Girl aimed her mana bolts at it, but Paradox jumped in front of the creature and shouted out as he grabbed it in a hold and grunted out.

"Let go!" Huntress said. "He'll age you into dust!"

"I exist outside of time. But I can still feel the eons passing!"

The twins then nodded to each other as they transformed back.

"Paradox," Omni-Green said. "Take us back to the accident, now."

"But I told you!"

"Just do it!"

Paradox groaned as he used his warping power to send the Omni-Team and the creature back to the time and place of the accident.

"Guys, the lab! Quick!" Omni-Pink shouted as the team all ran towards the lab.

"You keep that thing occupied!" Matter Girl shouted.

"Keep it occupied? I'm a time traveling hero! I don't keep things occupied!"

* * *

Our heroes snuck into the lab with a nod.

"You sure this thing is gonna work?" the general asked as the team ducked down to avoid his gaze. "Your time machine has cost the US government a pretty penny, Doctor."

Our heroes snuck behind the blackboard as the past version of Paradox explained his theory.

"As to cost, I believe the alleviation of untold human suffering throughout history is ample justification, general."

"Why would it use the phone?" Omni-Green asked.

"What?" Lucky Girl asked.

"The creature," Omni-Pink realized. "It tried to use the payphone. Then it went to the police station, then the dorms. The way I see it, this thing didn't act like some unfathomable trans-dimensional creature. It did everything a normal person would do. I think it was looking for something. Or someone."

"It's what we would do if we suddenly found ourselves in an abandoned military base, right?" Huntress agreed.

The team then heard a rumble as the time tunnel powered up and they looked off and gulped.

"Oh no," Matter Girl said. "The experiment's starting."

They looked and saw the time vortex appear in the tunnel... just as the lab assistant, Hugo, stumbled back into the controls and accidentally hit them, causing an explosion to occur

"Look there! The assistant!" Omni-Green said as Hugo panicked at the sudden explosion.

The materials all in the laboratory started to trail themselves into the tunnel and Paradox was sucked in as well. Hugo tried to grab a cabinet, only to start to be sucked into the vortex as well as the Omni-Twins stood up and ran upwards to try to reach him.

"Guys, you'll be sucked in along with him!" Lucky Girl said.

"Then I may need to put on a little weight!" Omni-Green said as he adjusted his Omnitrix and transformed into...

"Humungousaur!"!

The soldiers witnessing the event gasped as Humungousaur reached out his hand to Hugo as he lost his grip and was floating in midair.

"Trust me. This beats the alternative!" he said.

Hugo shouted out as he took Humungousaur's large hand and he pulled them back towards the wall as Omni-Pink and Lucky Girl nodded to each other as the latter's eyes and tattoos glowed white as she hovered in the air and the two shouted out and blasted tons of spells and mana blasts into the vortex, much to the three soldiers' astonishment as the tunnel collapsed in on itself and the vortex closed.

* * *

Paradox looked concerned as the anomaly moved forwards and brought the two of them closer to the wall... only for it to fade from his grasp, as if disappearing from existence altogether. In reality, he looked down to find that he was in fact holding...

"Hugo! Of course! If it were a snake it would've bit me."

The Omni-Team approached with a smirk, especially on the twins' faces as they fist-bumped.

"Pound it," they said in unison.

"Well, don't look so smug. I would've figured it out eventually."

"You had 100,000 years! We figured it out in an hour!" Ben shouted as Paradox teleported them all away, leaving Hugo behind.

* * *

Back in the present, Paradox smiled at the team as they stood by him in front of the library.

"Well, I have to admit it. I'm impressed. No one's been able to outsmart me like that in a long long time."

"I think we know a few people who can relate," Jen said.

"All those years trapped in the event horizon and it never occurred to me that the accident wasn't my fault. You're much smarter now than when I gave you credit for in the future."

"Thanks... I guess," Ben said as Allison smiled and jabbed him in the arm.

"But there's one thing I don't understand, though," Becky asked.

"And what's that?" her sister asked.

"What happened to your assistant?"

"I lived my life."

They all turned their heads to see Hugo smiling at them, now visibly 60 years older.

"Hugo! How are you?" Paradox asked as he walked over and shook his old assistant's hand.

"Well, you look the same. And I haven't seen you in sixty years."

"Well, I haven't seen you in 100,000 years. But you don't look that bad. How was your life?"

"Good, a good life," Hugo said. "But I'm sorry about the experiment. I ruined everything. I never got to time travel."

"Would you still like to?"

"Yes. I'm not afraid anymore."

"Glad to hear it," Paradox said, opening his pocketwatch. "How about I give you a behind the scenes look at eternity?"

He then opened a portal before he looked to Jen as he smiled at her.

"We will be seeing each other again soon. You have a great destiny... Master Spark," he said with a wink of his eye before he took Hugo's shoulder and led him through the time portal as it closed behind them.

"At least he's got company now," Gwen mused as Kevin and Allison sighed.

"Oh, and thanks for stranding the six of us out here in the middle of nowhere!"

"Come on, guys," Allison said, putting her hands in her pockets. "It's going to be a long, lonely walk home."

The six heroes set off towards Bellwood, but when they turned the corner, their eyes suddenly widened as far as their faces could go when they saw Kevin's car and Allison's motorcycle just sitting there, looking no different from when the anomaly destroyed them.

"Aw, stoked!" Kevin said as he ran towards his car and got into the driver's seat as Allison excitedly turned her keys and revved up her motorcycle with a cheer as she rolled her fist.

"It's like new!"

"It's not like new," Kevin said as they filed in. "It is new. Factory new from 40 years ago. Paradox, I take back everything I almost said about you!"

"I spent my entire life's savings at the time for this baby. I'm not letting her go," Allison said as she smiled.

It was at that point that the twins noticed a note underneath the windshield wiper of Kevin's car. Ben took it and read it out loud.

"'Kevin, try to keep in mind that if this car or your sister's bike come into contact with anything else from the year 1976, they will explode like antimatter. Enjoy-Paradox.'"

"He's kidding, right?" Kevin asked. "That's some kind of time travel joke, right?"

Allison smiled and rolled her eyes as she took the lead as they drove back home.

"Isn't it? Guys?"

* * *

**Next time on Ben and Jen 10:**

**Be-Knighted**


	12. Be-Knighted

Somewhere outside of Bellwood, the Forever Knights were holding a meeting at their castle.

"The Forever Knights have existed for a thousand years for a single goal," the new Forever King, Patrick, said as one of the top knights, Connor walked up and knelt before him. "Tonight, we stand on the brink of triumph!"

He rose his fist into the air, prompting all of the assembled knights to cheer upwards.

"It all must fall on you. Are you ready, Connor?"

"I am."

"Throughout our history, we have bought, borrowed or stolen the most powerful weapons available, on Earth and beyond. But thus far, none has worked."

The knights walked out with a large cannon for Connor to take with him on his mission.

"This one, we believe, is different."

Connor accepted the weapon from his superior as Patrick's squire walked up and placed a helmet into his hands.

"You're the bravest of us all, Connor. You have earned the right to wield this."

The Knights pulled down the cranks to the door, opening it up as Connor placed the helmet on his head and pointed the cannon upwards.

"Aim for the heart and hold the beam steady."

"I'll hold it steady, but how can I expect the same of the beast?"

"It's chained, don't worry."

Connor nodded and stepped through the door as it closed behind him, enveloping him in darkness before the cannon lit up in energy as he glared forwards and moved down the staircase through the darkened hallways in the castle's dungeon.

He looked downwards to see broken chain links thanks to his cannon's light. He looked forwards to see the rest of the chain retreating into the shadows. He looked forwards to see two glowing golden eyes before a large green claw smashed into him, sending his helmet skittering across the stone floor before it was flattened.

Connor looked on in horror as the large reptilian creature, who had apparently broken free of its chains flew forwards out of the dungeon before smashing into the large metal doors, trying to break them open as the Forever Knights looked on in shock before trying to barricade the door.

Connor walked forwards and aimed the weapon carefully at the large draconic creature. Unfortunately (or fortunately depending on your point of view), the creature took notice of him and dodged to the right, causing the energy beam to blast through the door before he looked forwards and broke the doors down.

The squire ran forwards and tackled Patrick out of the way of the falling doors as the dragon ran forwards and smashed through the stained-glass window before flying off into the knight, leaving all of the Knights stunned.

"I will destroy you," Connor said, staring after the dragon as it flew away. "Whatever the sacrifice, whatever the cost, I will destroy you."

* * *

At the Levin's apartment, Ben shouted out as he used the punching bag in Allison's gym as Jen sparred hand-to-hand with Allison while Becky held the punching bag.

"Is that all you got?!" Allison shouted as Jen shouted out and punched rapidly forwards, only for the Osmosian to catch every one of her punches with lightning speed, her hair soaking wet with sweat and clumping together in front of her face as she smiled and swept Alliosn's legs out from under her and she fell down onto the mat, impressed. "Nice one."

"Thank you."

Gwen smiled as she held the bag as Jen moved over to her and they both practiced, blasting out mana blasts to each other before dodging and creating a force field to block the other's blasts before Jen shouted out and smiled before slamming the ground, sending a mana wave forwards that Gwen leaped over and she sent a mana fist forwards to sent her cousin into the wall.

Jen groaned as she smiled and got to her feet.

"Why are you guys doing this?" Becky asked as Ben punched forwards on the punching bag. "Don't you have the powers of all the creatures of the universe on your wrists?"

"Don't get us wrong, Becky. We love the Omnitrixes," Jen said. "But there are going to be times when they aren't enough."

"If we're going to be great superheroes like the L-Crew or the Miraculous Team, we've got to expand our repertoire," Ben said as he delivered a jump kick to the bag.

"Your repertoire?" Gwen asked.

"Yeah," Ben said. "That's savate. And this is karate!"

He then did tons of karate thrusts to the bag as it moved forwards and Jen smiled.

"I know, Ben. I taught it to you," Becky said. "Gwen and I taught you and Jen everything you know about martial arts."

"Yeah, well those weekly training sessions with Grandma Verdona are really paying off," Jen said, cracking her joints and then felt at her biceps, impressed to see how she was coming along. "Not bad."

"Take it from someone who fights for a living," Allison said, leaning back and pointing to her muscles before pointing to her head. "Fighting's not about this. It's about this."

"Good idea," Ben said. "Headbutt!"

That was when Gwen stopped him and held him up in the air with her telekinesis, leaving him shouting and flailing in the air as Jen sighed.

"That's not what she meant. She meant the other way," Gwen said.

"What other way?" Ben asked.

"Tell me you're kidding," Becky said.

"Okay, guys. Fun's over," Kevin said as he walked down to the basement. "I just set up a meeting with the twins."

"With who?" Jen asked.

"It's important, guys. Come on."

He grabbed the twins arms before Allison stopped him. "With who, Kevin?"

"Uh... the Forever Knights."

"No way!" Becky shouted.

"Are you crazy, dude?!" Ben shouted.

"Hold it, hold it," Kevin said. "They're in trouble. They need help."

"Help?! Why?" Jen asked. "What have they ever done for us except try to steal our Omnitrixes or try to take over the world?!'

"Right. And that means they wouldn't be reaching out to us unless they had a really good reason. Aren't you a little curious to find out what?"

"Wait a minute," Gwen said. "They paid you to come here and take the twins to them, didn't they?"

"Oh! That hurts. Haven't you ever thought I do anything out of the goodness of my heart?"

"How much, Kevin?" Allison asked, sternly.

"I cut 'em a deal. Traded them for some alien tech," Kevin admitted.

"Kevin!" Becky scolded, crossing her arms.

"He's got a point, though, girls," Ben said. "If the Knights are desperate enough to ask _us _for help, we should at least hear what they have to say."

"I guess you're right, bro," Jen said. "But I'm sure that this is going to bite us in the butt in the end."

* * *

After arriving at the Forever Castle, our heroes passed through the gates as Ben sighed as he and Jen listened to the squire.

"That's the most ridiculous story I've ever heard," Ben said.

"No, it's true," the squire said. "Everyone thinks that dragons are creatures of myth, fiction. But they are real, Ben and Jen. At least one was... and is."

"Did you say 'is?'" Jen asked. "I mean, I used to be able to turn into a five-headed dragon, so I'm no stranger."

The squire gestured to the banner on the wall.

"A thousand years ago, a handful of knights battled a giant fire-breathing beast, the king's greatest warriors. But even they couldn't finish it off. All they could do was trap it and then build a stone fortress around it. Years went by, dozens of farfetched dragon legends sprang up, but all the while the Knights were passing the custody of the real beast down from father to son to grandson. Unfortunately, the dragon was immune to every new weapon we tried on it. The latest was an alien quantum disassembler cannon. We had high hopes for it and still do but the dragon escaped."

The Omni-Team looked concerned at that last part.

"Ben, Jen, we need you to help us. You two did take out both Enoch and Driscoll in the past."

"You're saying you want us to be a part of all this? Be knights?" Ben asked. "After your group nearly used sub-energy to take over the entire Earth?"

"Yes, Ben. Join us in our most noble of causes."

"I guess we should do what it takes to help the Earth from a threat like this," Jen asked. "Do any of your armor suits come in pink?"

"Ben, Jen, what's with you?" Allison asked, yanking them back. "You see a bunch of swords and axes and you're ready to play knight in shining armor?"

"We already to every day anyway," Ben said.

"True, but there's still a lot of stuff we don't know," Gwen said.

"Like?" Jen asked.

"Like if there even _is_ a dragon," Kevin said. "The only thing they've got for proof are these things."

He then pulled on the banner, only for it to start to split due to its age, prompting a glare from the squire.

"Sorry."

"There most assuredly is a dragon," said a voice and they looked up to see Connor walking forwards. "You have my word as a knight."

"Omni-Team," the squire introduced. "This is Connor, the greatest of all the Forever Knights."

"At your service... or whatever you guys say," Ben said nervously.

"What I say is F_o_rever Knights do not have doubts. So if you, your family or your friends have them, you do not belong with us."

"You're the ones asking for our help," Jen said.

"You insolent little whelp. The dragon will fall by my hand and my hand alone," Connor said.

"But sir-"

"You taint the purity of our order by bringing in these- these-"

"These what?" Ben glared as he and Jen got up into Connor's face.

"They are the ones who bested both Enoch and Driscoll, Connor," the squire said. "It's the only way."

The team suddenly heard a loud alarm blare through the castle and they immediately ran towards the computer and the squire sat down.

"We've been monitoring military frequencies."

He adjusted the dials to see the military fighter jets.

_"Contact at 3:00, going to have visual contact in a second or two."_

The jet flew through the clouds, only to find itself face-to-face with the dragon as it flew forwards.

_"Did you see? It's some kind of monster!"_

The jet did a barrel roll and avoided the monster to face its back as it aimed its missiles directly at the reptilian beast.

_"Missiles locked. Fire!"_

The missiles blasted out of the jet and hit the dragon directly in the chest... only to do absolutely diddly squat as it roared and blasted a fireball from its maw directly towards the alien creature as it roared outwards before the jet was engulfed in flames and the fighter pilots ejected out of it just in time, falling through the air, parachutes deployed.

The other jet flew off with the dragon following as it blasted its lasers directly at the dragon, which did nothing before the jet turned around and roared as it blasted out its missiles, directly hitting the wing before it was engulfed in flames before the pilots ejected outwards.

The dragon then roared as it fell down to the earth, its wing injured before the video feed cut out.

Ben and Jen stepped back, intimidated as Connor looked on at them.

"You sure you don't want our help?" Ben asked.

Connor looked on, uncertain, as the Omni-Team glared on at him.

* * *

Later, a convoy led by Allison on her bike, followed by Kevin's car and then a jeep holding Connor and the squire moved into the desert where the dragon was last sighted before everyone pulled over and got out of their vehicles before suiting up.

They looked upwards to see the dragon roar and fly down to them, landing on the ground as the squire looked to the Omni-Twins as they activated their energy swords.

"Remember, all we have to do is stop it. Connor will do the rest."

"Right," Omni-Green said.

"What's it gonna be this time?" Lucky Girl asked. "Humungousaur and Titanosaurus?"

"No," Omni-Green said. "Humungo's too close to what we're fighting. I think this thing has more experience being a dragon than we do."

"We'll do something a little more... abstract," Omni-Pink said.

"Thinking it through, huh?" Huntress smirked.

The twins then slammed their cores down and transformed into...

"Chromastone!"

"Crystagirl!"

The twins ran forwards and Crystagirl stuck her hand out and a pink scepter appeared and she glared.

"Crystemsabris!" she said as a large pink crystal sword materialized from the scepter and she and Chromastone engaged the giant dragon with a roar.

The dragon roared as it blasted a fireball at the duo, but Chromastone blocked it and Crystagirl put up a large pink crystal barrier with a glare before she punched at it rapidly, sending out tons of small crystals that sent the reptilian beast back.

Chromastone then glared as he blasted an ultraviolet blast outwards at the creature, weakening it as it roared and Chromastone smirked as Crystagirl flew forwards and blasted out a pink energy beam from her hands that sent him sprawling back.

"Weird," Chromastone said, looking to his sister. "For a second there, I thought he was trying to tell us something."

The dragon snarled before it swept the twins upwards with its wing, sending them both sprawling back to the party as the twins twisted themselves upwards before sending out tons of magic blasts and ultraviolet rays towards the dragon, engaging in a firefight.

"Nice one, guys!" Matter Girl said as Connor ran up with the cannon, aiming carefully.

"The twins are too close to the dragon," the squire warned.

"Pity."

He then blasted the cannon outwards, hitting the dragon full force as it roared in pain and the twins were sent sprawling away from the force of the blast.

"My existence is for one purpose and one purpose alone. So are you or are you not one of us?" Connor said as the squire looked down, unsure.

Connor continued his assault, blasting away at the dragon with the Omni-Twins caught in the crossfire as Crystagirl groaned out in pain.

"I don't know how I can go on," she said, groaning in pain as the others looked at the dragon roaring in pain.

Huntress glared as she pulled an arrow from her quiver and knicked Connor in the arm, causing him to turn and the laser blast to trail away and directly into a giant oil tanker as it blew up and the driver ran away from the resulting explosion.

The Omni-Twins looked up once the assault ended and they looked up to see the dragon fly away from the scene as they transformed back. They glared back at Connor as he stood up from the attack.

"We need to have a little talk," Jen said as Connor looked up at them.

"You used us," Ben said.

"It wasn't personal," Connor said, picking up the cannon. "But if you and your friends ever get in my way again, it will become so."

Ben and Jen glared as Jen morphed into her Anodite form and blasted the two knights back with an energy wall and Ben morphed into Humungousaur to slam them back into their vehicle.

"You know where the dragon is going, don't you?" Jen asked.

"Ha," Connor laughed. "If you're trying to scare us, it's going to take a lot more than striplings with fancy wristwatches."

"Absolutely!" the squire called. "We hold a sacred oath."

"Ben?" Jen asked as Humungousaur smiled and increased his size, growing to sixty feet and his stegosaurus features became more pronounced, prompting the squire to tremble with fear.

"6200 Prospect Blvd. where the 12 and 408 freeways meet!" the squire said quickly.

"What?" Humungousaur asked.

"It's where the dragon's going!"

"Squire!" Connor scolded.

"The Knights found a huge relic at the same time they caught the dragon. They didn't know what it was or what it did so they hid it for safekeeping. They sent it to our lab to see if it had any technology we could use against the dragon! When it flew across the Atlantic, we figured it was connected to the relic somehow! And that's all I know, I swear!"

"Good boy," Jen said as she and her brother transformed back. "We believe you."

Kevin drove over and the twins got into the vehicle.

"It's all we needed to hear," Ben said as they drove off with Allison close behind.

"Wait, I almost forgot! They think the relic's alien but they haven't figured out what it does yet!"

"Pathetic," Connor said. "Surely, the six of them will find that out for themselves."

* * *

"I'm telling you," Ben said to the others in the car. "When it roared, there was a pattern and something else."

"That definitely wasn't fire coming out of its mouth," Jen examined. "It felt more like a laser."

"So you're saying that the dragon was trying to talk to you two?" Kevin asked. "No way."

"Maybe," Ben said. "You talk... sort of."

"Hey!"

"Kevin, I heard it too," Becky said.

"So did I," Gwen said. "See what happens when you listen and think, guys?"

"Okay, even if it was talking, what would it be saying to you?" Kevin asked. "I'm gonna chew you like bubble gum?"

"I've got a theory," Ben said. "Pull over."

The two vehicles did so and everyone got out. Jen opened the trunk and Ben smiled.

"I knew I'd seen one of those things before. What is it?"

"It's a Galvan universal translator," Kevin explained. "It translates any language into any other. Very common tech. Almost every species in the universe has some of these. Though, they're usually implanted in the neck."

"So _that's_ why almost every alien we've ever encountered speaks perfect English," Becky realized.

"The dragon had something like this near its throat," Jen examined. "But it looked busted."

"Then all we have to do is replace the broken one with this one," Gwen said.

"That's all, huh?" Allison asked as she got back onto her bike. "Let's go."

* * *

Kevin and Allison drove to 6200 Prospect Blvd. and glared at the building before filing out.

"Here we go," Jen said as she and Ben slammed the cores down and transformed into...

"Spidermonkey!"

"AeroForce!"

Spidermonkey took the translator from Becky and crawled upwards to the roof as his sister flew upwards.

"Wait for us!" Gwen said as she created mana platforms beneath her feet as she grabbed her sister's hand and they both ran upwards.

Meanwhile, the dragon blasted into the building, which was apparently a warehouse, and looked around as AeroForce flew in and blew outwards with her wings, cawing as she blew the translator off of his neck before he swatted her away.

Spidermonkey took notice and blasted a web behind her, sticking her onto the web, saving her.

The dragon prepared its fire laser before Spidermonkey waved his lower arms to him.

"Wait! This isn't what it looks like."

"We're trying to help," AeroForce stated.

The dragon ignored them and blasted outwards with its fire blasts as they both flew off into opposite directions, Spidermonkey spiraling on the ground as AeroForce flew forwards and grabbed the translator from the ground.

The dragon roared out and blasted again, but AeroForce was protected by a mana shield as Gwen stood in front of her.

Kevin and Allison tossed large crates at the dragon, distracting him before he blasted at them, only for Gwen to deflect it with her shield, bouncing it off and directly into the dragon, stunning it.

AeroForce flew forwards and shouted out to place the translator on the dragon's chest, causing him to roar out before garbled speech came in thanks to the translator.

"Leave me alone! Leave me alone!"

"Oh, so you _can_ talk," Spidermonkey said.

"Of course I can talk. Why wouldn't I be able to talk?"

"Well," AeroForce said. "We thought that you were a... um..."

"A what?"

"Monster?"

"Yeah? Well I thought you two were a monkey and a pigeon."

"Oh, yeah," Spidermonkey said. "We don't really look like this."

The both of them deactivated the Omnitrixes to reveal their true forms.

"See?" Ben asked.

"Sorry. All mammals look alike to me."

"It's not just you," Kevin smirked. "Ben sort of does favor a monkey. He smells like one too."

"Okay, enough of that, dude," Jen said. "What do you want?"

"I want my ship back," the dragon said. "My tracking signal says it's here."

"Ship?" Ben asked. "That must be the relic the Knights must be talking about."

"The Knights? Are you two aligned with the Knights?"

"Are you kidding?" Gwen asked. "We hate them! But they asked us to help catch you. Back when we thought you were a monster."

"The Knights are the monsters! They attacked me for no reason right after I landed, broke my translator box, then locked me up in that dungeon! No doubt they would do this to my entire species!"

"Would that include the Rainbow Dragon?" Jen asked.

"Interesting you should say that. There are five subspecies of dragon: fire, ice, poison, lightning, wind and energy. I am an energy dragon. But the Rainbow Dragon is our god, who embodies all of the subspecies with five heads to account for that."

"My Omnitrix allowed me to transform into a Rainbow Dragon once."

"Hmm... Are you sure that you're not with them?"

"Us? No way," Ben said. "We wouldn't be caught dead in that stupid armor. Especially since we already have perfectly good armor of our own."

"Okay then," the dragon said, walking off.

"Wait!" Becky said. "You're an alien, right? What were you doing here on Earth, then?"

"I was making an interstellar map. Why else would anyone come to this insignificant little rock?"

"You'd be surprised," Ben chuckled as his sister jabbed him.

"You're a map maker?" Allison asked.

"And a darn good one too. Now if you excuse me, I've got business."

"That would be finding your ship and then going home," Gwen said.

"Oh, I'll be heading home alright," the dragon said, it's eyes and maw glowing. "Just as soon as there's not a single one of those Forever Knights let alive!"

The dragon then roared upwards as the Omni-Team looked on, shocked.

"I guess his translator box must be broken again," Becky said.

"Actually, I don't think that's the case, girls," Kevin stated. "Sometime's a roar is a roar."

"Look," Ben told the dragon as he and Jen walked up. "If you think about it, this whole thing is just one big giant misunderstanding."

"Misunderstanding?!"

"Okay," Jen said, walking up to face level on her mana platforms. "Maybe that's not the right word."

"A thousand years those Forever Knights stole from me! _A thousand years!"_

"Well," Ben said. "How long is that in dragon years?"

"It's a long time! Longer than your feeble human minds can imagine! To be away from your home... your family... the baby's probably flying by now."

"You know," Kevin told the girls. "We don't owe this dragon anything and we sure don't owe the Knights anything either."

"What are you getting at, bro?" Allison asked, raising an eyebrow.

"If we just skate out of here right now, who has to say anything?"

"We would," Jen said as she and Ben glared at him. "We're superheroes. We have to do the right thing and this is the right thing."

"Great," Allison said.

They suddenly heard an explosion and hit the dirt, suiting up in the process as they looked to see the Forever Knights, including Connor, wielding his cannon at them as they glared at him and the Omni-Twins aimed their swords from their gauntlets.

They ducked down as Connor blasted at them again and hit the wall.

"Guys," Omni-Green said. "You guys go out there and tell them that this is all a big misunder-"

They heard the dragon start to snarl at them from the misuse of word.

"Tragedy," Omni-Pink finished for him. "We'll see what we can do with the dragon."

Lucky Girl, Huntress, Matter Girl and Kevin walked outside to see the Forever Knights lining up with laser lances towards them. Connor aimed his cannon at the dragon as the heroes walked out, holding their arms up.

"Stop! Don't shoot!" Kevin shouted.

"This is all a big misunderstanding."

"Trying to save the beast again, are you?" Connor asked, threateningly.

"It's really an alien," Huntress said. "It just wants to go home."

"No! The dragon will not escape us again! Not this time."

* * *

Back in the warehouse, the Omni-Twins ran alongside the dragon as they moved forward before they saw something large covered with an orange tarp. The dragon removed the tarp and saw his ship.

"Ah, never looked better," the dragon said before a symbol appeared on the ship's exterior. The dragon turned it and turned it to open the ship up before he stepped inside along with the twins.

They watched him press a few buttons before a hatch opened and they looked to see a ton of...

"Weapons?" Omni-Green asked.

"I didn't think I'd need them when they landed. Too trusting. Or rather I used to be."

"You don't have to do this," Omni-Pink said.

"I know. But I want to," the dragon said, taking a few weapons. "You would too."

"You're probably right," Omni-Green noted. "But we're just dumb kids."

"Yes, you are," the dragon said, wielding a laser weapon upwards. "Now do yourselves a favor and stay out of my way."

* * *

"All he was doing was making a map," Lucky Girl stated plainly. "He wasn't going to hurt anybody, he didn't even mean to scare anyone."

"The whole thing is just kind of... ridiculous, isn't it?" Matter Girl asked as the Knights only stared.

"Ridiculous?" Connor asked. "I took an oath that's been passed down for fifty generations. We all did."

"Yeah, but-" Lucky Girl began.

"We live to destroy that dragon. And we'll do it right here before this day is over!"

"I don't think you've been listening to us," Huntress said, walking up, getting her spear ready. "We are trying to tell you-"

Connor aimed his cannon at them and Kevin ran to tackle Huntress.

"Get down!"

He tackled him as lasers blasted outwards and they ducked and the Knights moved in and grabbed the girls.

Matter Girl grabbed the neck of one and tossed him to the ground as Lucky Girl got tossed to the ground.

Kevin shouted out as he ran up and gave a right hook to the jaw, knocking him out before finding himself surrounded.

"Uh... time out?"

The Knights all ran in and tackled him to the ground, punching him rapidly as he reached his hand to the ground, absorbing the concrete with a shout. He then shouted out as he socked all the Knights in the head and grabbed one and kneed him in the head.

Matter Girl absorbed the steel from the Knight's armor as she morphed her hands into hammers and shouted out, slamming them each into the wall, forming craters as Huntress jumped in and slammed a ton of them back with her spear with a shout.

Connor stared outwards and aimed his cannon at Matter Girl, blasting her into the wall as she shouted out in pain and fell to the ground, her armor dissolving. He moved in to finish her off when he felt a large mana hand reach out and grab him, slamming him into the wall as he groaned out and saw Lucky Girl looking at him, her hands and eyes glowing pink.

* * *

"Can't convince you, huh?" Omni-Green asked as the dragon aimed his laser.

"I've been waiting a thousand years for this. So no, you can't convince me."

The twins nodded to each other and stuck their arms out in the door, blocking the way.

"What are you two doing?"

"Stopping you," Omni-Pink said.

The dragon only laughed intensely as the twins glared.

"This isn't funny," Omni-Green said. "I could turn into Humungousaur again if I wanted to."

"Or maybe Kung Fang or Crystagirl," Omni-Pink glared. "But we're not going to."

"Well, that just makes it easier for me," the dragon said, sticking his hand up.

"You're not a monster," Omni-Green said. "You're a map maker."

* * *

Connor shouted out as he struggled in Lucky Girl's grip and Huntress smiled as she walked up and took the cannon from him and aimed it squarely at him.

"I wonder what this thing does," she threatened, charging the cannon up.

"Hold it!"

The two sisters looked behind them to see the Knights holding the Levin's up, pointing their laser lances at their temples in a threatening manner.

"Let him go."

"You first," Lucky Girl said as Huntress aimed the cannon at them.

"Don't do it, guys," Kevin said as the two sisters looked at each other.

They sighed as Huntress aimed the cannon at the ground and Lucky Girl let her mana grip go and Connor fell to the ground.

The Knights tossed the Kevin and Matter Girl to the ground with a groan of pain as Lucky Girl and Huntress ran in to comfort them.

Connor picked up the cannon and formed a single-file line with the knights as they walked into the warehouse and Connor hefted the cannon onto his shoulder... just as he saw a faint orange glimmer move in towards him.

He gasped as he saw the dragon's ship moving in towards the opening and he glared, firing away with his cannon, which only bounced the lasers off of the ship's shield as Omni-Green dropped in from above and knocked all the knights out with his quick moves and his energy swords, glaring all the while.

Jen flew in in her Anodite form and blasted Connor back with a mana pulse from her hands, causing him to slide out as she smirked.

"I don't think so."

The ship took off into the night sky, leaving a flaming trail in its wake as Connor blasted away with his cannon, which only missed several times as the ship disappeared into the void of outer space.

Disappointed, he dropped the cannon to the ground and walked off back to the castle along with the other knights.

"Well," Jen said, transforming back to human form as the others all moved in. "That's a load off."

"So," Becky said. "How'd you two do it?"

"Huh?" Ben asked.

"You know, get the dragon to leave?" Gwen elaborated.

"We just..." Ben began. "Oh, we used our heads."

Jen smiled and nodded. "Yeah, let's go with that."

"Headbutt, huh?" Allison said, jabbing Jen in the arm. "That's my girl. You too, Ben."

"An old one but it always works," Kevin said, walking them back towards the car. "You're coming along kids."

"Thanks, guys," Jen said as the twins turned and winked towards their cousins, who only smiled after them before walking back to the car.

* * *

Connor knelt before King Patrick and sighed as he held his head down, disappointed.

"And then the beast flew off into the stars, heading for home," Connor said as he tossed a paper folder to Patrick's feet, which also contained pictures of the Omni-Team.

"I have failed."

Connor walked off as Patrick stood up from his throne.

"Where are you going, Connor?" Patrick asked.

"Don't know. In my entire life I've never given a moment's thought to what I would do once this was over."

"You think this is over?" Patrick asked.

"The dragon's gone, my king. We failed. And now there's no reason for us to exist. You, me, the Forever Knights, all pointless now."

"Pointless? Hardly. Now we know that somewhere in the stars, there's not _one _dragon, but an entire planet of them. How soon before more of the beasts arrive here wanting revenge? They could be making their plans even as we speak. No, Connor. The world needs the Forever Knights now more than ever. We must always stand ready to fight the dragons!"

Connor smiled as the knights all cheered in glory as Patrick looked at the file of the six heroes on the ground near his throne.

"And the despicable traitors who helped them. So say I."

"So say we all!" the Forever Knights chorused.

The squire, however, bowed his head, unsure of the situation.

* * *

**Next time on Ben and Jen 10:**

**Plumber's Helpers**


	13. Plumbers' Helpers

In a sewage plant in Bellwood, a man ran through, splashing water puddles everywhere he ran as he heard a whirring noise and pointed a remote weapon that blasted out electric blasts, looking worried.

He stopped for a second and then removed his ID mask, revealing himself to be a DNAlien. He heard a voice groan out and walked off before he saw several blue energy blasts fly out and he ducked to the ground before he tripped and fell, his weapon falling out of his grip and sliding across the floor. He went to get it before a large silver mechanical foot came down and crushed it underneath his foot.

He ran off as he saw three figures looming in the shadows with a glare. He heard a few noises and ducked down as another energy blast flew outwards, blasting the pipes near him and he ducked down.

The DNAlien looked away and then changed directions, hopping over a pipe and ran off, splashing water everywhere he went. But as he looked off, he heard a vrooming sound and two taillights to a truck shone brightly and backed up towards him.

Two purple energy whips wrapped around the DNAlien's arms and pulled him back in towards the the truck as the back opened up and pulled him back in towards it as a Null Void projector activated, opening a portal to the other dimension.

The DNAlien screeched in panic as it was sucked right into the back and sent to the Null Void.

The back of the truck closed as a large silver-white mech stepped out and was disassembled back into the backpack of a 12-year-old young African American kid with a short black afro and a yellow and red shirt with a '1' on it as well as black shorts and sneakers wearing a red backpack on his back.

"Great work, Simon," a tough voice said and out stepped a Tetramand and a Kineceleran, both teenagers, holding the two energy whips.

The Tetramand was about the height of a human, was skinnier than an average Tetramand and had a more oblong head. He wore a sleeveless black-green outfit, black wristlets, black pants with green pockets and no shoes.

The Kineceleran looked like an average version of her species with black lines from her green eyes and she wore a black one-piece outfit with a green vest and green pockets on her legs.

"Another one bites the dust," the Tetramand said as Simon nodded in confirmation.

"Great work today, guys," he said as they all filed into the truck and drove off.

* * *

Later, as the three drove down the road, the Tetramand smiled as he stood at the wheel as the Kineceleran sighed as she held her head in her hand as she leaned on the window and Simon sat in the back playing on his PSVita.

"Oh, man!" the Tetramand said. "Did you see the look on that DNAlien's face when we roped him? That was one freaked out-"

He looked to see his partner looking depressed on her side.

"What?"

The Kineceleran sighed and looked to her partner. "Forget it, Manny."

"Helen," Manny said, using one of his lower arms to poke at her and she glared. "Talk to me."

"Quit it!"

"Come on!"

"Stop, I said no!"

Helen swiped at her partner, raking him with her claws a bit as he glared at her.

"Hey, what is with you?"

"Nothing's with me. It's just... I wish Pierce were here."

"Yeah, I know. Me too," Manny said.

"So do I," Simon said as he sighed. "My brother and my grandmother were taken by the DNAliens. It was actually really nice of you guys to take me in and train me to fight."

"Don't worry, kid," Helen said. "We'll get your family back from them."

"It's probably too late. They've probably been turned already," Simon sighed as he went back to his video game.

Helen scoffed as she looked out the window.

"What do you mean?" Manny asked. "Your brother and me-"

"Argued over every single mission," Helen said. "Who's in charge? 'Do it this way.' 'No, my plan's better.'"

"Okay, yeah," Manny said. "We disagreed. But now that he's-"

He trailed off when he looked at Helen's face as she looked down in sadness.

"Helen, I'm just trying to do what we all agreed to do," Manny said. "Simon here's too young to be the leader, so I'm taking charge. We have to fry every DNAlien we can find."

They suddenly heard a beeping from the truck's radar as Simon put his Vita away and looked up at them.

"Six of them. And they're close."

"Where, though?" Simon asked.

"Back at the sewer plant," Helen said, intrigued.

Manny then pulled the truck over and made a legal U-turn back towards where they came from.

* * *

Once arriving back at the sewer plant and exiting the truck, Manny held up his radar gun towards the plant to see the six figures looking about the signs of the battle that had taken place in there.

"I can't get a lock on them. Stupid machine," Manny scoffed.

"Want me to try?" Helen asked.

"No! Shh!"

Simon then zipped his lip as they all quieted down and looked towards the area and Manny used the radar gun to check the heat signatures of the six figures inside.

"Are you guys sure you know where you're going, Holmes and Watson?" a tough male voice asked.

"For once can you close your mouth and open your eyes?!" another male voice asked, both voices sounding muffled.

"Will you two shut up?" a feminine voice said as she stood by with two other girls. "There could be a guard or something."

"She's right, guys," another more feminine voice said. "Pipe down."

"I swear that DNAlien went in here," the male voice said again, leaning down to investigate the weapon on the ground.

"Well, no sign of it now," a tough female voice stated, folding her arms.

"Ooh, hoo, hoo," the first male said. "Check this out. Another one for the collection..."

And that was all that was heard before the transmission sound cut out due to static.

"What did he say?" Helen asked.

"Doesn't matter," Manny said. "Let's dust 'em!"

"Right behind you," Simon said, just before Helen grabbed his arm.

"We can't. The Eradi-Cannon needs more time to recharge. How about instead, we follow 'em? Maybe they'll lead us to a whole nest of DNAliens."

They then looked up and saw Manny climbing the roof above the plant.

"Typical," Helen said as she took Simon's arm and sped off up the roof of the building.

Manny made it to the adjacent roof and glared as he aimed his four blasters at the figures he believed to be DNAliens as they entered a green and black-striped car and another one got onto her bike and revved it up.

That was when Helen sped by him and swiped all of his blasters from his hands at breakneck speed.

"You never listen, do you," Helen said, dropping the blasters.

"They're getting away!" Manny said.

"No they aren't," Simon said as Helen walked to the edge and fired a tracking device out from her bracelet, hitting the bumper of Kevin's car as they drove away.

* * *

At a warehouse where the team made their operations Simon was playing his video games as Helen looked on her phone and watched a video of a young man in a sleeveless black shirt and green vest with black hair and a white stripe through the middle and had sharp spines growing from his arms and face.

_"August 10,"_ the young man said. _"__We zapped another DNAlien. Third one this month. Only something weird happened. We had the creep cornered. I had my energy lash wrapped around one arm, but just before Manny hooked him... he flashed a Plumber's badge. I figured it had to be fake but now I don't know. What if it was real? What if we were wrong about-"_

Manny and Helen then burst through the door leading to the roof where he was recording.

_"Helen, what is it with you?!" _Manny asked. _"Every night you're up here."_

_"Sometimes I like to look at the stars. You know, think about what's out there."  
_

_"Out there? Out there is why we're all contaminated freaks! It's why we're kicking alien butt so no one has to go through what happened to us!"  
_

_"That's what the Omni-Team is for," _Helen said. _"Maybe not all aliens are evil. Technically to them, we're the aliens."_

That was when the young man had had enough and turned to the two arguing friends.

_"Would you two stop it?! Every day it's the same fight! I can't babysit you two forever, you know!"_

The video transmission cut off, leaving Helen sad.

"I know, Pierce."

The door opened to reveal Mnany as Simon and Helen turned to him.

"Come here. I want to show you two something."

Simon and Helen moved in to the computers and Manny looked down at them with a glare.

"What is it, Manny?" Simon asked.

"I fed the thermal scans from the sewage plant into one of Pierce's computers."

He pressed a button on the computer which showed... nothing.

"Wow," Helen said. "I'm impressed."

"Stupid machine!" Manny said, pounding on the computer, which caused the thermal scan to pop up and then showed the six heroes we know as the Omni-Team on the computer.

"Those are aliens?" Simon asked. "They look human."

"They must be wearing I.D. masks. I would've caught them if you two hadn't stopped me."

"They out numbered us two to one. I stopped you from starting a fight we couldn't win."

"Pierce would've done it."

Helen glared before leaping up and swatting her friend away with her tail, sending him back into the wall.

"No he wouldn't! And don't you dare use him as an excuse!"

"Pierce found all this alien junk and made it work," Simon agreed. "Pierce brought the three of us together and when Pierce was in charge, we were careful."

"Simon's right!" Helen said. "The one time we weren't careful..."

She then turned her head away and buried her face in her hands with a sob.

"I'm sorry, okay. Tomorrow, we'll track their signal. We'll take it slow and we'll be careful. Just the way Pierce did."

Helen sighed before walking back to her room as Simon sighed.

"You really did it this time, Manny."

He then walked away and Manny turned back to the computer showing the six teens.

"But once we find them, then we handle things my way."

* * *

Kevin's car droe down the road the next night with Allison following them on her bike with a sigh. Little did the six heroes know that Manny, Helen and Simon were following them in the truck as Manny smiled in pursuit of their targets.

"What are they doing?" Manny asked Helen as she looked at the thermal scanner.

"I can't lock in on them but it sounds like they're... arguing. Do you think they know we're tailing them?"

"Why don't we make sure?"

"Hey, I have an idea," Simon said. "How about we don't?"

Ignoring his warnings, he stopped in front of a gas station as a large gas truck flew forwards and pointed his left two blasters outwards and blasted them outwards towards the truck.

"Manny, no!" Helen and Simon shouted on deaf ears as the blasts his the truck, causing it to go haywire and start to tip over right towards the gas station, knocking a canister over and crashing as the air bag deployed, knocking the driver unconscious as gasoline spilled everywhere and the front engine of the truck caught on fire.

Kevin and Allison pulled over with a glare as the Omni-Team glared and ducked into an alleyway to transform into their suits (not missing the attention of Manny)

"If that tanker goes up, we're looking at a major bonfire," Omni-Green said as Kevin absorbed the material from his car and Matter Girl absorbed the blacktop.

"We've got the driver," Matter Girl said.

"And we've got the truck," Omni-Pink said as she dialed in Firefox and glared.

"Lucky Girl, give us cover," Omni-Green said as Huntress nodded.

"I'll get the civilians away," she said, running off and taking her spear out.

"I can't believe you just did that!" Helen scolded the smirking Manny.

"So what!? They're getting away!"

Helen groaned outwards before zipping away in a blur as Simon got out of the back and activated his mecha suit, which generated out from his backpack, leaving him towering overhead.

"Seriously, you have issues," he said as he walked off towards the Omni-Team.

Outside, civilians had gathered to see the fire by the gas station in awe as Huntress leaped in front of them and held her spear at her side as she looked out.

"Don't worry, everyone," she said. "The Omni-Team have this covered. Get back!"

The civilians backed up away from the gas station as Huntress directed them back, using her spear as a pointer as Lucky Girl moved in and used her powerful telekinesis to break a piece of the street from the ground and created a barrier to block the civilians from the explosion.

"How come we get all the easy jobs?" Kevin said as he and his sister ran in towards the truck and ripped the doors off, the latter taking the driver over her shoulder as they ran away before the inevitable explosion.

Speaking of which, the sparks flew out from the fire, setting the spilled gasoline ablaze and created a fireball as the Levins ducked away and Kevin absorbed the blacktop, shielding both him and the driver and shouted out as the gas pool lit up and caused a large fireball to blow up in the sky.

"Your turn," Matter Girl said as the Omni-Twins slammed the cores down and they transformed into...

"Big Chill!"

"Firefox!"

Helen zoomed in and witnessed the twins fly/run forwards towards the inferno.

"What the?"

Firefox ran in towards the gas station, immune to the flames due to her species' nature, and got the employees out from the station as Big Chill inhaled sharply before blasting out a gust of cold air from his mouth, freezing the gas canisters and putting the fire out, eliciting cheers from the civilians behind them as they smiled at their work.

"Hey, freak!" a voice was heard and Kevin and Matter Girl looked upwards to see Manny pick up Kevin's car. "Catch!"

"Not my car!" Kevin shouted.

The car instantly collided with the Levins, sending them crashing into the ice with a groan of pain.

"Kevin! Allison!" Huntress shouted as she and Lucky Girl ran in as Helen zoomed up just as Simon ran in and blocked their path as they looked up at the giant mech above them and he smirked.

"I don't think so," he said, swatting them away with the mech's hand.

Firefox ran in with a shout as she ignited her hands in flames and glared outwards towards her... just as Helen ran in and zoomed around her ultra fast, creating a vortex around her as she saw her flames flicker out and she held a hand to her chest, gasping for breath as she groaned outwards and was lifted up into the air.

At that, Helen stopped running, leaving Firefox to fall down once the vortex dissipated.

Lucky Girl recovered as Big Chill gasped and she swiped a fire hydrant off, sending up a torrent of water that Big Chill froze with his sub-zero breath, creating a slide that Firefox slid down and landed on her paws as she inhaled a sharp breath.

"That was close," she said.

Kevin and Matter Girl recovered and were about to walk off... just as Manny and Simon struck them down with their strength, causing them to fall unconscious and their armor dissolved as Manny picked them up and hefted them over his shoulders.

Helen zoomed by them as Simon deactivated his mech while the others were regrouping.

"Did you see that?" she asked. "They saved that driver."

"Who cares! Two of them are hurt!" Manny said. "Now's our chance to take 'em."

Helen looked to see Firefox, Big Chill, Lucky Girl and Huntress regroup and the former two transformed back.

"No, not until we talk."

She zipped off towards them as Manny looked after them.

"Helen!"

"Maybe she has a point," Simon said as he followed her and Manny sighed as he took the Levins back to the truck.

"Where are Kevin and Allison?" Lucky Girl asked.

"Gone," Omni-Green said as Omni-Pink sighed as the truck drove away, prisoners in tow.

* * *

Later, at Gwen and Becky's house in the latter's room, Ben and Becky paced angrily around the room.

"Okay, seriously," Becky said. "What kind of teenage superheroes use their own home as a headquarters. We need to find another place to work our operations in town."

"And what really bugs me is that one of them was an XLR8," Ben said. "I mean, I used to transform into that species."

"I think that they're Plumbers Kids," Becky said. "But if that's the case, then why are they taking aliens? It doesn't make any sense."

"And what was with that kid with the mech-"

The two then looked over to the bed to see their sisters grasping hands and sitting in a cross-legged position.

"Um, guys," Ben said. "You can jump in at any time."

"Shh!" Gwen said. "Quiet. We're trying to concentrate."

"On what?" Becky asked.

"It's a trick that Grandma Verdona taught us just yesterday," Jen said. "We're at one with the cosmic mana, feeling the energy of the universe flowing around and through us."

The two opened their eyes, glowing a bright pink as they levitated above Becky's bed.

"Groovy," Ben smirked. "And you're doing this why?"

"So that we can locate Kevin and Allison," Gwen said. "Which we have."

The two then broke their hold and smiled.

"Now, all we have to do is rescue them," Jen said.

"Oh, is that all?" Becky said as they ran out. "But one question. Without Kevin, how are we going to get them?"

* * *

Meanwhile, in Manny and Helen's hideout, the Levins were in a force field ball that levitated above a generator as Simon stood by while his friends argued.

"What were you thinking?!" Manny shouted. "We had them on the ropes! We could've nailed six monsters at once!"

"Monsters?" Kevin asked as he and his sister glared. "That's a laugh coming from a Halloween reject like you!"

Manny glared as he stomped over to the forcefield.

"Sounds like the alien dirtbag is asking for another whooping!"

"Let us out of this bubble and then we'll see what you got!" Allison shouted. "You're talking to a kickboxing champion here!"

"Quiet you three!" Helen shouted, getting the other's attention. "You sound like a couple of six-year-olds fighting on the playground!"

"I am not anything like him!" Manny, Kevin and Allison shouted in unison.

Manny reached his four arms inside the forcefield and practically manhandled Allison's face as she shouted out as he reached out for the non-existent mask.

"Manny, stop!" Simon shouted as he activated his mech and swatted his friend away from them. "There's no mask!"

"That's my sister's face, you jerk!" Kevin shouted.

"It doesn't matter!" Manny shouted. "They're aliens and I say we feed them to the Eradi-Cannon."

"The who what now?" Allison asked.

"A disintegrator beam," Manny explained, gesturing to the device in the truck. "It turns scum like you two into dust."

"Um, that's not a disintegrator, you idiot," Kevin said. "It's a Null Void projector."

"A Null Void what who?" Simon asked as he raised his eyebrow.

"It's probably a Mk. I," Allison said. "It's a museum piece. And you are a pinhead."

Manny stuck his blasters out and fired at the Levins, knocking them out as they groaned in pain.

"Why did you do that?!" Helen asked as Manny blew the smoke off his blasters.

"They were getting on my nerves."

"What if they're not aliens?" Simon asked.

"You saw their powers, they've got to be aliens. I'll prove it to you two."

Manny picked up the video projector and activated the alien diary.

"Careful with that!" Helen shouted.

"Relax," Manny said, turning on the video.

_"I'm still working on that list of aliens we fried," _Pierce said in the video, showing the aliens. _"It's not complete but... Ectonurite. Piscciss Volann. Pyronite. Vulpimancer. Rhopaloceran. Eurosian. Cryosprite. Felineko."_

"There's gotta be one like them in here!" Manny shouted.

"Manny, listen to me," Helen said as Simon stood by with a concerned look. "Those guys, whatever they are, have a Plumbers' badge."

"So?"

"There was something in Pierce's diary. One of the aliens we nailed last summer, he had one too."

"Big deal. If they have a badge, it's a fake. Him and his pals, they're all dirty alien freaks!"

"Then why would they save that driver?" Helen asked. "Why did they stop the truck from exploding?"

"I don't know. And I don't care. They're all aliens. And you know what we do with aliens."

"One of them clearly didn't use any powers," Simon stated. "She just had weapons. And not even highly advanced ones either."

Allison groaned as she stirred and reached her hand into her pocket without Manny noticing.

* * *

Meanwhile, downtown, Ben, Jen, Gwen and Becky were sitting in a bus that drove down the road as Ben groaned, annoyed.

"Seriously," Gwen said. "What kind of superheroes take the bus?"

"None of us can drive," Jen said. "What do you want us to do?"

"'Hi, Mom,'" Ben began. "'We have to go fight some aliens. Can you give us a ride?'"

"Okay, whatever," Becky sighed. "We're just worried, that's all."

"About Kevin and Allison?"

"Yeah, what else?" Becky asked. "We need to find them before, well, something bad happened."

"Not that I care about Kevin anyway," Gwen sighed. "I mean, how could anyone care about someone who's that rude and undependable and annoying!? It's ridiculous! How could you even say something like that?'

"Actually," Ben said, raising an eyebrow. "We didn't say anything."

"I know that look, Gwen," Jen smiled as she moved in closer to her redhead cousin. "It's the same look I had all over my face when I started falling for Justin."

"Aw man," Gwen said as she sat down on the railing as the bus moved forward and the Anodite hybrids tracked down their friends' mana.

* * *

Little did they know, their moves were being tracked by Helen with the radar gun.

"Aliens," she said. "Headed this way."

Manny spun his blasters with a smirk as he handled his energy lash and Simon activated his mech suit with a smile and Helen smirked as she rushed by and grabbed a blaster and an energy lash herself.

"Okay. Move out," Manny said.

As the three walked out to greet their targets, Allison looked out, worriedly as she shook her brother awake.

"How close are they?" Simon asked.

"Very."

They looked to see the Omni-Twins along with Lucky Girl and Huntress walking up to them in a single-file line and Omni-Green whipped out his green energy swords with a glare.

"Now give us back our friends!" Lucky Girl said as Huntress aimed her bow at the Tetramand.

"Fat chance. But why don't you join them?"

The three blasted out energy from their blasters and Omni-Pink and Lucky Girl brought up an energy shield to block everything

"Friends?" Omni-Green asked.

"Teammates, co-workers, whatever!"

Simon glared as he shot his mech arm up and blasted the corner of the building directly above.

"Hey, I'm not the one who-"

Omni-Green was interrupted as large rocks from the building fell on top of him, causing him to groan out in pain and fall to the ground, dazed.

"Ben!" his sister shouted as she stuck her arm outwards and her blaster appeared from her gauntlet, blasting a pink energy beam out that blasted Manny, sending him sprawling to the ground.

Inside the warehouse, Allison groaned as Kevin held her.

"I think our rescuers need rescuing, little bro," she said.

She then reached around in her pocket before she immediately saw her childhood key necklace to match her brother's lock necklace dangling from her neck as she looked to him and he nodded. Allison grabbed the key and focused as she absorbed the metallic material, coating her entire arm and she morphed it into a blade.

"I guess it'll have to do."

She shouted out and thrust her arm down into the forcefield, grunting out in effort as she felt the shock from it as she reached down to the generator and Kevin looked concerned about her.

"Maybe you should-"

"No!" she shouted. "I can do this."

She then shouted out as she stabbed her blade arm into the generator, destroying it and deactivating the force field around them as they fell down to the ground.

"Nice one."

"Four-armed freak's not the only tough one around."

Allison then activated her Matter Girl suit and the two then absorbed the metal and concrete from the ground.

* * *

The rest of the team ducked down and cowered behind a stone barrier, avoiding all of the energy blasts that were thrust at them as Huntress looked over Omni-Green and Lucky Girl as they ducked down.

"Come on, Ben!" Huntress said, picking him up and slapping him across the face. "I need a little help here!"

Manny looked over his shoulder to see Matter Girl and Kevin run in with a smile and he gained a shocked look upon his face as they smirked.

"Nothing like a little iron in your diet to perk you right up," Kevin smirked.

Manny and Kevin then leaped up into the air as Helen turned around.

"Manny, wait!"

Manny tackled Kevin down and held him down with his lower arms while attempting to slam him with his upper arms, which prompted him to avoid by dodging his head to the right.

Matter Girl ran in and shoulder-tackled him into the wall and gave him two right hooks, causing him to stumble back in pain as she morphed her arms into hammers and shouted out as the three ran in to each other.

Lucky Girl kept up her shield before she activated her fire charm and blasted out two fireballs towards Helen as she avoided them and Simon sent out a fist towards them that Huntress dodged and ran up before she stuck her spear into the mech's chest and then pulled a knife from her belt and stabbed into the back, causing the mech to spark out.

"Uh-oh," Simon said as the mech retracted into his backpack and he fell down with a thud.

Helen dodged all of Lucky Girl and Omni-Pink's blasts as she ran side-to-side and she shouted out in effort.

"Hold still, will ya?" Omni-Pink shouted.

Omni-Green groaned as he stood up and rubbed at his head.

"Man, they don't make biosuits like they used to," he said, getting to his feet and then dialing in an alien. "Okay, eenie-meenie..."

"Ben!" Lucky Girl shouted.

Omni-Pink shouted out as she ran to help her brother while Manny and the Levins continued their brawl. Matter Girl gave a roundhouse kick to Manny's face, causing him to stumble back into the warehouse. Thise caused a wooden beam to fall from the building's foundation and fall towards the Omni-Twins.

"Get out of the way!" Kevin shouted.

Seeing his opportunity, Manny pressed a button on his remote, causing the truck to back up and he opened the back to show the Null Void projector activating.

"Oh no," Omni-Green deadpanned as the two started to be sucked in by the vacuum

Huntress and Lucky Girl tried to run in to help them, but Helen spun around them, dizzying them as she swatted them backwards with her tail as Simon looked on helplessly.

"Gwen, Becky!" Matter Girl said as she ran in to check up on them as Helen grabbed her energy lash to join Manny.

"Now let's finish 'em!"

The two then threw a lash around the twins' arms as they shouted out in pain from the shock. Manny and Helen then shouted out as they tossed them back towards the projector, the vacuum tossing them inside.

However, Kevin punched Manny in the face, causing his lash to get stuck in the sides of the projector.

"Ben! Jen!" Lucky Girl shouted as she witnessed the two get sucked inside the Null Void with the lash breaking behind them.

"They're gone," Kevin said. "Trapped in the Null Void."

"Well, it may be a museum piece," Manny said, Helen and Simon on his sides as he pointed. "But it sure did the job on your friends. And you four are next."

Suddenly, they heard a rumbling as they saw a green hand break through the void along with a flash of pink light as Swampfire crawled out along with his sister in her Anodite form.

The two fell to the ground as they glared towards the three people who assaulted them.

"_I _taught 'em that," Matter Girl said proudly.

"No, you didn't," Huntress deadpanned.

"It's _not _a disintegrator," Helen realized.

"Lousy stinkin'" Manny glared as he pointed his blasters at the twins as they stepped/flew forwards. He blasted them at Swampfire, but they just all blasted holes in him that instantly repaired themselves due to regeneration.

Without warning, Swampfire shot out his methane gas from his palms, igniting them into two streams of fire that blasted Manny backwards to the ground as Jen flew forwards and wrapped Helen's legs up in her hair and tripping her up as she looked on in fear at the alien hybrid before her and Simon looked helplessly, his mech damaged.

"Now. If you could just put down your weapons and just listen to us for five minutes..." Swampfire began.

Helen then put down her weapons and held her clawed hands up.

"I'm all ears."

"Me too," Simon said.

* * *

"So we're all aliens?" Helen asked.

"Kind of," Jen said with a shrug. "One of your parents must have been human. The other one, not so much."

"Yeah?" Manny asked. "Then how come you guys can switch back but we can't?"

"Luck of the draw," Ben said.

"But look at it this way," Kevin said. "Your human version is probably even uglier."

"You wanna go another round?!" Manny shouted.

"Anytime, pal!"

Helen zoomed over to Gwen with a glare.

"Tell your boyfriend to back off!"

"No, you tell yours to- whoa! He is _not _my boyfriend!"

"Well, you sure act like it."

"Don't tell my sister who her boyfriend isn't. Is. Whatever!" Becky shouted, pointing her spear at the Kineceleran hybrid.

"Think you're funny?!" Manny asked.

"You're the comedian!" Kevin said. "At least you've got the face for it."

"Boy are you asking for it!"

"I'm begging for it! Who's gonna give it to me?!"

"Me! With three hands tied behind my back!"

"Hey!" Allison shouted. "Stop it! All of you! You're acting like spoiled children!"

"What are we, your babysitters?!" Jen asked. "We have enough problems babysitting our little sister already!"

"You guys sound just like my brother," Helen realized.

"Really?" Gwen asked.

"Pierce was the one who kept us all grounded. The one who-"

Helen suddenly zipped off into the warehouse and picked up the video diary before coming back and showing it to our heroes.

"This is what he was talking about."

_"Only something weird happened. *fast-forward* He flashed a Plumber's badge. What if it was real? *fast forward* What if we were wrong about-"_

"Don't you see, guys?" Helen asked Manny and Simon. "We were catching all those other aliens."

"What other aliens?" Ben asked.

Helen walked over and handed the diary to him and his sister as they flipped through to see samples of the aliens they had as kids and a DNAlien.

"Uh," Jen began. "Some of these might be other Plumbers kids like us. Like you."

"Okay," Simon said, crossing his arms. "In that case, we have to go into that... what did you call it?"

"Null Void," Becky said.

"Null Void, round up everyone we captured and free the ones that shouldn't be there," Helen finished for her friend.

"Not a chance," Manny said.

"Well, Manny, I'm doing it. Whether you two come with me or not," Helen said.

"What? Why?" Manny asked.

"Because it's what Pierce would do."

Manny turned away and shrugged.

"Alright. For Pierce."

The two then activated the projector and prepared to go into the Null Void along with Simon as he activated his repaired mech thanks to Manny.

"Thanks," Helen said. "And sorry about...you know."

"Apology accepted," Allison said.

"Be careful!" Gwen warned.

"And good luck!" Ben said.

The three then leaped into the portal as the projector deactivated and died down, leaving the six alone by the warehouse.

"That is _so _not gonna go well," Kevin said.

"I don't know," Jen shrugged. "On paper, we don't look like the best team either."

"There is that. Now if you excuse me, I'm gonna go swipe some of their equipment."

"Kevin!" Gwen scolded.

"So not cool, man!" Ben said as Kevin walked to the warehouse.

"What? They're not gonna need it anyway. We just might."

"Actually," Becky said as they moved inside the warehouse and admired the computers and equipment inside. "I could get used to this place. Could use a little bit of work and some decorating and new furniture, but all this equipment inside? I don't think those guys will mind if we use this place as the Omni-Team's headquarters."

"She's got a point," Allison said as she went over. "Let's make a list of what we could use for this place. Move some of the stuff over from my basement gym."

"Get a couch and a TV with some gaming systems" Jen said.

"A pool table?" Ben suggested.

The six then started brainstorming things they could try to get for this place as they started to plan how to make this into their headquarters.

* * *

**Next time on Ben and Jen 10:**

**X=Ben+Jen+2**


	14. X Equals Ben Plus Jen Plus 2

Deep in the outer reaches of space, a warship was flying through the atmosphere of space as a damaged spaceship flew towards it, explosions ringing out from the sides.

As the damaged ship docked inside the warship, an alien that resembled an anthropomorphic frog in a purple and silver suit walked forwards with his arm in a sling and a metal cast.

"Commander!" he said to another alien that was not a frog, but an alien with a partially metallic body. From his shoulders up to his forehead, he was almost entirely silver and made out of metal. His lips and the outline of his eyes are dark gray. His sclera are black and his pupils are pink. His brain, which is completely visible from the outside, pokes out of his metal head and is protected by a thin, clear material. There is a metal circle on the front of his brain. A similar ellipse appears on his chest, dividing his metallic upper body from the black and purple robe that covers the rest of his body. "Commander Raff!"

Raff turned around to see the frog alien as another one left.

"You're on the royal guard detail."

"Frolic," he introduced, saluting to Raff. "Of Princess Attea's personal escort. While scouting an enemy star system, we were ambushed by the bounty hunter Sevenseven."

"Hmm... Seriously?" Raff asked. "Where's the princess?"

Frolic held up a piece of purple cloth. "We found this piece of her garment among the debris. Oh, the battle was glorious."

Raff took the cloth and gained a concerned look.

"How long can we keep the emperor from finding out?" Raff asked worried.

_"Raff, to me, my majordomo!"_ a commanding voice sounded over the intercom.

Raff and Frolic then showed up in the throne room, where they greeted their lord: a larger frog alien who has green skin with warts on his arms, head and chin, and wears a black and gold robe with black pants. He wears a gold necklace with three dark orbs on it.

"Lord Emperor Milleous," they both reported before bowing at his feet. "Light of the Incursean Empire, destroyer of galaxies, keeper of the Conquest Ray. All living creatures tremble in your-"

"Quickly," Milleous interrupted. "My daughter is missing!"

"Yes," Raff said. "Do not worry about that. We're sure Sevenseven probably took her alive, you know, for ransom."

"Attea would never surrender! You are to blame for this!" he told Frolic.

"Emperor Milleous, have mercy!" Frolic begged.

"Mercy? For incompetence? Very well."

He activated a switch on his chair and a red button appeared from one of the arm.

"Your destruction shall be swift!"

Frolic saluted the soldier as a bronze beam descended down from the top of the area and vaporized the injured soldier where he stood.

"And you, my supposed right-hand," Milleous told Raff. "Find my daughter!"

"Um... no problem, Your Highness."

"This Sevenseven is a tool of the empire's enemies."

"But that could mean anybody, sir," Raff said. "Anybody you haven't enslaved or destroyed yet, that is."

"True. Search the closet inhabited planet. Fix this! Or I will show _you _mercy."

* * *

Down on Earth, the team was parked outside of the Mr. Smoothie late at night as they all sipped their smoothies as Ben groaned.

"Come on!" he said. "Can't we just make a decision already? Please?"

Kevin sipped his smoothie before looking to the others. "I'm only saying this once: auto show."

"Kevin," Gwen said. "We're going to the lake. It's our weekly training day with Grandma Verdona. Right Jen?"

"Yep," Jen said. "Don't want to disappoint Grandma."

"That is true," Becky said.

Suddenly, a sudden _boom _was heard and everyone shot up in their seats as several lights shined out and the Incurseans appeared in front of our six heroes, surprising them and surrounding them on all sides as they looked out.

"Um," Allison said, twirling her hair sheepishly. "I don't suppose _you __guys _want to go to the auto show, do you?"

The Incurseans aimed their blasters at the Omni-Team and glared. "Out of the vehicle!"

They then gulped as they got out of the car and then all lined up single-file with their hands up in surrender.

"Kevin?" Ben asked. "Who are they?"

"Incursean warriors packing serious ordinates."

Another blue light shined out and Raff appeared before them.

"Weapons down," he ordered his soldiers. "Sorry, Kevin. You know Incurseans."

"Raff! How you been?" Kevin asked, walking towards the commander as the others looked at each other, confused.

"What has he been _doing_ in the past five years?" Allison asked.

"Guys, this is Raff. The Number Two guy in, like, forty star systems. Raff, this is my sister Allison and Gwen and Becky Tennyson. And the twins Ben and Jen."

"Tennyson?" Raff asked as the Incurseans whispered amongst each other.

"I used to talk about what I'd do to you."

"Right, back when you were a crook," Ben said.

"Entrepreneur," Kevin corrected. "I kept Raff's whole empire in food and sandals. What brings you out this way?"

"Sevenseven snatched a little girl in the system and I really need to find her. You're the only Earth fellow I know. She wore the royal color," he said, holding up the loose cloth. "Seen anybody like that?"

"Wait, Sevenseven?" Becky asked. "Is he like Sixsix? We used to fight him back in the day."

"In fact," Raff said. "Sevenseven is Sixsix's brother. Trust me, he is far more dangerous."

"Yeah, _eleven_ more dangerous," Gwen joked.

"We'll help you," Jen said with Ben at her side.

"Why should we?" Allison asked. "These guys came in here and disturbed us out of the blue. What do we owe them?"

_"People of Earth!"_ Milleous' voice sounded through the air as the Incurseans all bowed down. _"This is Lord Emperor Milleous__. Your errand boy, Sevenseven, has one decarotation to return Princess Attea to me before I blow your pathetic planet to dust with the unstoppable Incursean Conquest Ray!"_

"Does _that_ answer your question?" Becky deadpanned.

"Ugh. Where do we start?" Allison groaned. "Seriously, how many superhero teams are there in the world now? Why are _we _the ones who have to always deal with the end of the world scenarios?"

"Because aliens are our jurisdiction. Not theirs," Ben explained. "There's gonna be a panic. Earth doesn't get death threats every day."

"Nah," Kevin said. "It's a Tachiyon burst transmission. Earth's radios don't receive faster-than-light transmissions."

"But the emperor don't know that," Jen realized. "We are _so _missing our appointment with Grandma."

"I'll tell her that we have business," Becky said, whipping out her phone.

"If you guys have a gizmo to beat Sevenseven's cloaking tech, then we can track him," Raff said.

"No need," Gwen said, taking the cloth from Raff. "If this was her's and you can teleport, then we're practically done already."

She began focusing her mana on the cloth and her eyes glowed pink.

"Got her. She's at Grand Madre Dam. And she's fighting back."

* * *

At the dam, a yellow fighter jet flew through as it was being chased after a certain Sotoreggian firing pink lasers at it.

Inside, was Princess Attea, a young female Incursean who wore purple flight suit with grey gloves, goggles, and a white scarf. She is short and petite in stature, with big hands and feet. She struggled to evade Sevenseven's lasers as he fired after her.

Sevenseven looked very similar to his brother, only his armor was a hot pink all over with his mask having black lines.

"Quarry!" Attea shouted in fear as she avoided all of Sevenseven's blasts that blasted into the dam, causing it to leak out water. She flew her jet down into the river and leaped out when it landed, giving a strong drop kick to Sevenseven's face as he shot out his blasters to her.

It was at this point that the team teleported to the dam and looked out over the edge to see the princess fighting the bounty hunter.

"Down there!" Jen shouted as they all ran to help.

Sevenseven flew up high into the air and morphed his gauntlets into blasters as Attea looked onwards at him. Attea ran away as she shouted out and ran away from the rapid fire energy bullets that rained down on them.

Unfortunately, as she avoided, the bullets fired into the dam wall, damaging it further and from the damage, a torrent of water blasted out from the dam, causing everyone on the bridge to feel the effects as the dam wall broke away,

Allison looked to her brother as they absorbed the rock from the bridge and leaped down to Sevenseven and caused a shockwave as they landed that sent him back.

Kevin then ran forwards and grabbed Attea, hefting her over his shoulder as they ran away from the bounty hunter.

"Don't worry, Princess," Attea said. "Calvary's here."

Water rushed over the bridge, flooding it instantly as Gwen grabbed Becky and immediately put a mana ball around them as the flood washed over them as they surfaced and the flood burst through the dam wall, washing away Kevin, Allison, Attea, Sevenseven, Raff and the Incurseans.

Jen gasped as she and her brother looked off to the side on the bridge supports as Jen put up a mana wall to protect them from the flood.

"We've got to stop that water," Ben said as the two adjusted their Omnitrixes before they stopped on the one silhouette that they hadn't used yet. "Good as time as any to give this one a try, eh sis?"

"Go for it," she said as they both nodded and slammed down the cores.

All of a sudden, they both felt their bodies immediately surge with energy as Ben's body dissolved into green energy while Jen's body dissolved into pink energy. The two energy auras then circled around each other like a yin-yang symbol before they collided into each other and from the resulting energy, a new alien was formed. It was a humanoid alien whose entire body is solid black, excluding its hands, which were white. It has tiny white star-like spots all over its body, giving it the appearance of a starry night sky. Its forehead bears three horn-like protrusions. It's right eye was green while its left eye was pink and the Omnitrix symbol on its chest was green on the upper half and pink on the lower half.

_**"Alien X!" **_the new alien shouted in a chorus of four voices, two of which belonged to the twins. _**"Seconded! Water-stopping motion carried!"**_

Alien X waved his/her hand in a circular motion and sent a very strong pulse outwards that seemed to reverse time and space itself as the water suddenly rushed back into the dam from whence it came and the walls and bridge were instantly repaired as everyone present gasped at the sheer power that this new form possessed.

"Whoa," Allison said, looking out.

* * *

Later, everyone stood around and looked at the repaired down with Alien X standing by.

"Oh, yes!" Raff cheered as Gwen and Becky sputtered out water.

"No lie," Kevin smiled. "Have they ever turned into that one before?"

"No," Gwen said. "There's nothing like this alien they've ever had because this is the only one that they merged into one being with."

"But with all that power, it's gotta be the go-to hero from now on," Becky said.

Suddenly, a shadow loomed over everyone's heads and Sevenseven zoomed in with his jetpack and grabbed Attea, flying her through the air.

"No!" Raff shouted as everyone let loose their energy blasts/arrows at him as he flew away before stopping, knowing the futility of the situation.

Alien X just stood there, hovering about a foot in the air as the Levins looked towards him/her.

"Tennysons! Stop him! He's getting away!" Kevin shouted, eliciting no response from the twins' new form.

"Guys?" Allison asked, snapping her fingers in front of their face. "Hello?! Wake up!"

"Guys, come on!" Gwen said. "Sevenseven's getting away with the princess!"

"Are you two okay in there?" Becky asked.

The camera zoomed into Alien X's eye and it revealed Ben and Jen floating in a space-like void as they smiled at the sheer power.

"That was awesome!" Jen said.

"Quick. How do we make something else happen?" Ben asked.

It showed that in front of them were two theater mask-like faces before them. One was pink with a happy and loving face while the other was green with an angry-like wrinkled face.

"You are two of four," the pink face said.

"Weren't you listening?" the green face asked.

"Yeah, whatever," Ben said.

"Team Alien X! Let's go!" Jen said as she and her brother floated through the air and then looked back towards the faces, confused looks on their faces. "Um... what's going on here? Why can't we do anything?!"

"We are one of the most powerful beings in the universe," the pink face said.

"Because we are the most deliberative."

"Huh?" Ben asked. "You mean the Earth is safe?"

"No. How'd you get that?"

Ben and Jen looked to each other with confusion as they floated back to them.

"We want answers," Jen said. "Who are you?"

"Very well. I am Serena: The Voice of Love and Compassion," the pink face said.

"And I'm Bellicus: The Voice of Rage and Aggression. You two are supposed to be The Voices of Reason!" the green face shouted.

"Bellicus and I have been locked in eternal argument since the beginning of time," Serena explained.

"Yeah, that's great. But the Earth's going to be destroyed any minute now!" Ben shouted.

"I feel sorrow," Serena sighed. "Billions of lives will be lost. Even more."

"Eh, they've probably got it covered," Bellicus said. "Get it now, you two? We deliberate. Now you two try it."

"Okay," Jen said, putting a finger to her chin before turning to her twin with a confirming nod. "We want to know what's going on with our friends."

"Seconded," Serena said.

"Motion carried," Bellicus confirmed.

A light shined through between Bellicus and Serena showing a window to the outside world and the twins could only watch.

* * *

Allison and Kevin picked up Alien X and shouted out as they tried to stuff them into Kevin's car with a shout.

"Come on! Bend or something!"

Kevin popped the trunk and they tried to stuff them in with no success.

"Come on!" Allison shouted.

"You can't just stuff them into the trunk!" Becky shouted.

"You're right. They don't fit," Kevin said.

"No, they haven't moved since they fixed the dam," Gwen said. "Maybe they're hurt or-"

"No. They're warm. Maybe they're resting," Allison suggested.

An Incursean soldier looked down and noticed a piece of jewelry had fallen off and he picked it up.

"The royal swatch!" he exclaimed.

"Keep trying to wake them up," Gwen said, picking up the swatch... just before everyone was teleported away, including Kevin's car and Allison's bike.

* * *

Everyone was teleported in front of Emperor Milleous' throne with a bunch of Incursean soldiers at their feet and they looked out with a gasp.

"Raff, your career prospects are dimming!" Milleous said.

"I almost drowned!" Raff shouted before correcting himself. "I mean, Lord Emperor Milleous, light of the Incursean Empire-"

"Yeah, yeah. Our guests get it," Milleous said, stopping his second-in-command. "Get me Earth on the radio."

Raff handed him his mic and the Earth appeared on the camera.

"People of Earth, your time is up!"

Gwen, Kevin, Becky and Allison looked in concern at their home which was about to be destroyed.

"Bring me the Royal Detonator."

Raff handed him a golden box with a red button on it and he prepared to press it.

"Don't do it!" Gwen said as they aimed their powers.

"I'm the Emperor. You're the subjects."

He then pressed the button down with a chuckle.

"No!" Becky shouted.

"Of course not. My daughter's still there! But the Conquest ray did fire. Put the little pretty one up on the screen."

The screen then showed an image of the planet Pluto in the distance.

"Um, that's Pluto," Kevin said.

"Pretty? It's a barren frozen wasteland," Allison said.

That was when a large green beam blasted outwards and completely demolished the small planet into smithereens that were sent hurtling into the atmosphere.

"_Was_ a barren frozen wasteland," he said. "But that means no one's going to miss it."

Eveyrone stared in shock at what had just happened, including the twins who watched from inside Alien X.

* * *

"He just destroyed the planet Pluto!" Ben shouted.

"Pluto wasn't a planet. It was a dwarf planet," Bellicus said.

"I think it should have been a planet," Serena sighed. "Ben? Jen?"

"We don't care! That guy's going to blow up the Earth!" Jen shouted. "You are so lucky I can't use my Anodite powers while I'm transformed!"

"Your so-called friends can take care of Earth. Let them pull their own weight for once."

"Now you're just being contrary."

"Says you."

"Let's make a decision, here, guys," Ben said.

"We're not finished deliberating."

"No, we need to help now!" Jen said as they went for the Omnitrixes and slammed the cores down only for absolutely nothing to happen. "Oh come on!"

"Alien X doesn't do anything unless put to a vote," Bellicus explained. "We've already cut the two of you slack because you're new. But that's the procedure."

"Okay. I move that you let us use the Omnitrixes," Ben requested.

"Second?" Bellicus asked Serena, only to be greeted with dead silence. "Motion defeated."

"Good vote!" Bellicus and Serena chorused.

"You see," Serena began. "Until the two of you showed up, Alien X was always in a deadlock. But now we've finally found a tiebreaker. How could we ever let the two of you go?"

Ben and Jen only stared in horror at what they knew was being said.

"Got that, geniuses? You're never changing back."

* * *

"He blew it up," Gwen said as they witnessed Pluto's destruction.

"Look on the bright side," Kevin said. "This should smooth out Neptune's orbit."

"Yes. And Earth will be in even smaller pieces if Princess Attea is not returned to me!"

"That makes no sense!" Becky shouted.

"Becky," Allison said, jabbing her. "Evil dictator right here."

"I don't care! Earth can't even communicate with you!"

_"Incoming message from Earth, your violent highness."_

"Oh, what do I know. I'm the only one here with no powers," Becky sighed.

The screen then flickered before resolving to show Sevenseven who spoke to them in his native tongue with a raised fist.

"Well, I'm glad the princess is alright, but that is one big ransom he's after," Raff said to his emperor.

"Well, Attea _is _royalty. Have the funds transmitted."

Sevenseven then gave his confirmation, pleased before the transmission flickered out.

"Okay," Gwen said. "As soon as the Princess comes home, so are we. We're done."

"You think so, huh?" Kevin asked.

"He's got a point," Allison whispered. "It's never that easy."

"When Sevenseven delivers Attea, destroy him, destroy the prisoners, destroy their homeworld and all is forgiven," Milleous told Raff as he handed him the detonator.

"Seize the prisoners!" Raff ordered.

"Told you so. Move!"

Everyone ran away towards the vehicles as Kevin absorbed the rubber from his tire and leaped forward to knock Milleous and Raff out as he tossed the detonator to Becky, who took it as he leaped forward and ran to his car and drove off with Allison by his side as she absorbed the metal from her bike handle and morphed her hand into a hammer to knock down any Incursean that got in her way as she shouted out in anger, avoiding the gunfire.

"I don't know what's going on with the twins, but I don't like it!" Becky shouted.

* * *

Speaking of which, inside Alien X, Ben and Jen sneered at the two all-powerful entities before them with Jen's eye twitching in fury.

"Bellicus, Ben and Jen are upset. Let's at least go back in session," Serena suggested.

"Oh, Ben, Ben, Ben. Jen, Jen, Jen! Why don't you worry about me for a change?!" Bellicus shouted.

"Oh, you know I do."

"My sister and I propose we come to a vote on saving the Earth," Ben said.

"That's new business, kid," Bellicus said. "We still got old business from millions of years before you showed up."

"Well, hurry up!" Jen said, growing more and more impatient.

"Of course. I would like to vote on Tabled Motion #80,000,0003: to save the dinosaurs from extinction."

"He's against it," Serena explained as the twins only groaned in anger.

"Just listen. I'm sure I can win you two over."

"Okay," Ben muttered. "It's obvious that we can't do anything in this form until a unanimous decision is made by these two and us... including turning back."

"Fine," Jen said. "We'll do this our way. I say we switch to new business until the Earth isn't in trouble."

"Seconded!" Serena said, elated.

"Motion carried," Bellicus said with an annoyed groan as the twins floated back with a smile.

"I say we teleport the Incurseans a billion light years away from Earth," Ben suggested. "Yes or no?"

"No!" Bellicus and Serena said in chorus.

"Disable the Conquest Ray?" Jen asked, wincing.

"No!"

"We have to do _something!_ The Earth needs us!" Ben shouted.

"Well, we haven't heard arguments yet," Serena said.

"Did you two ever decide _anything _before?!" Jen shouted, ready to snap at any moment.

"Well..."

"Oh man," Ben said as he and his sister looked down, annoyed.

* * *

Inside the warship, a group of Incurseans looked around for the prisoners as they wandered the ship, blasters in hand.

"Check the transport dock!" the leader said as they split up in different directions, unaware of the car and bike that drove alongside each other between them.

"Can't the Emperor just take his daughter and leave Earth out of it?" Gwen asked.

"It's the Incursean code," Kevin explained. "Generally, if they don't enslave you, they wipe you out."

"Look out!" Becky shouted, noticing the Incurseans in front of them blasting out at them as Allison shouted out and spun a doughnut with her bike as she peeled away, racing through the ship until they reached a corridor where they couldn't fit.

"Hit the dirt!" she shouted as they filed out of the car and squeezed into the wall, only to realize that Alien X was still in Kevin's trunk.

"Ben, Jen!" Gwen realized.

"Stand back. We've got this," Kevin said as he and Allison ran out and Kevin rolled up into a ball, using his rubber body to bounce off of the Incurseans and Allison absorbed the metal floor beneath them and gave an Incursean a piledriver before she took his blaster and opened fire on the others, knocking them back with the lasers.

An Incursean attempted to brawl Kevin, only for all of the blows to bounce off his rubber body and he blew them back with a punch. Unfortunately, he was blasted with a laser, sending a putrid smell of burnt rubber in the air.

"Phew. Burning rubber."

The Incursean approached, only to gag at the foul smell and Allison knocked him over the head with her blaster.

The two Incurseans behind them tried to blast away, only to get blasted by several mana bolts and arrows that flew at them, sticking them to the wall. This didn't stop more Incurseans from coming as lasers rained down on them.

Allison grabbed Alien X from Kevin's trunk and carried him/her under her arm as the others ran away.

"We told you to stay back!" she shouted as they ran through the ship's corridors.

"We know!" Becky said, panting in between her breaths.

They turned a corner to see Milleous and Raff standing there with a squad of Incurseans approaching.

"Go back!" Gwen said as the four ran away, carrying their friends' still form as they were chased by the alien frogs and mechanical being.

But as they ran back, they encountered Sevenseven with Attea standing by as the former aimed his blaster gauntlet right at the group's faces. They then realized that the Incursean squadron was behind them and aiming their blasters.

"Drop them," Kevin said as Allison dropped Alien X on the ground and they all held their hands up and Sevenseven released Attea's handcuffs.

"Daughter!" Milleous said, running to Attea. "You're safe!"

Sevenseven spoke in his native tongue as he aimed his blasters from his suit's back at Milleous, who looked confused.

"Guards!" Attea shouted. "Seize my father?"

"Excuse me, what?" Allison asked, raising an eyebrow.

"Orders are orders," Raff said as the Incursean guards all surrounded Milleous aiming their blasters at him.

"But why?" Milleous asked.

"Sentimental old fool. After you paid my ransom, I offered Sevenseven twice as much to overthrow you."

"Actually, I have to respect that."

"So much for the great dictator," Gwen said, the royal detonator in her hand. "And since Earth isn't in harm's way anymore, our work here is done."

"I'll get the twins," Becky said, turning to walk before Kevin stopped her.

"We're not done here yet," Kevin sighed as Attea took the detonator and laughed.

"It's customary for a new emperor or empress to celebrate with a show of force. The end of your planet will make beautiful fireworks for my coronation!"

Kevin then touched Sevenseven's armor with a smile before he absorbed it.

"Nice armor."

He then smashed him with a knuckle sandwich as Gwen put up a mana barrier around herself before tossing several mana bolts at the Incurseans that flew at her as she groaned out.

Allison slammed Sevenseven against the wall with a shout as she struggled in his grasp... just before she was blasted back by his gauntlet and was sent flying into Becky, who groaned outwards in pain as her armor dissolved.

Gwen ran in and gave a mana kick to the Sotoreggian's face with a shout, before he tossed small bombs at her that blew her shield up, sending her flying back as Kevin went to comfort her.

Allison and Becky got up as Sevenseven stepped out of the smoke and aimed his weapons at them. Defeated, everyone stepped back with their hands up, backing into Milleous as Attea stepped in and tossed the detonator in the air, careful to avoid pressing the button.

She looked at Alien X, who only stood lifelessly as she smirked at it.

"This thing was formidable once. Throw it in the dungeon," she ordered. "As for these four, they tried to rescue me, so I spare them. Once I destroy your homeworld, you'll be the rarest specimens in my zoo!"

Gwen, Kevin, Becky and Allison only glared hatefully at the spoiled princess as the camera shifted to Alien X's eye.

* * *

"That tears it!" Jen shouted as they watched what was going on from the vision portal before floating up to the pink face. "Serena, you're supposed to be Love and Compassion! How could you let an entire world die!?"

"And Bellicus!" Ben shouted, floating up to the green face. "You're supposed to be Rage and Aggression! How could you let stuff this evil go unpunished?! How can you both be so useless?!"

"Useless?!" Bellicus shouted.

"We're the most powerful being in the universe," Serena said. "We change the very nature of space and time."

"You don't _do _anything!" Jen shouted. "You're both too busy arguing over stuff that doesn't matter! What matters is what's happening now!"

"There's billions of lives at stake right now and you two are just all 'oh, the procedure! Blah, blah, blah!" Ben mocked as he and his sister floated side by side, anger plastered over their faces.

Serena gasped before she started to cry.

"Now look what you've done!" Bellicus snarled at them. "Alright, I move we save the Earth. Happy?!"

"NO!" Ben and Jen both shouted simultaneously.

"Just let us out of here," Ben said, crossing his arms.

"We've got 18 other guys in our arsenal who could do it better than you or your partner could ever hope to!" Jen shouted.

"Oh, that's hurtful!" Serena said.

"We mean it, Serena. We're making ourselves useful, unlike you two," Ben said as Bellicus sighed.

* * *

Outside, the Conquest Ray was being aimed directly at Earth as Attea stood on the throne, preparing to press the detonator.

"Aim for the molten core," she ordered. "I don't want any big chunks surviving."

The Omni-Team only stood in a cage by Attea's feet as Raff moved closely by her and moved to Attea.

"Hail, Lord Empress Attea, Light of the Incursean Empire, Destroyer of Galaxies, Keeper of the Conquest Ray! All living creatures-"

"Skip it. Time for some conquest."

But just before she pressed the button, a flash of green and pink light came out and emerged...

"Swampfire!"

"Rockette!"

Attea only stood off in fear, her finger refusing to press the button as Swampfire moved through the bars like it was nothing and Rockette played a chord as the edge of her guitar glowed red and she chopped the bars of the cage off with it like a real axe as she moved in and glared, her fingers threatening to strike at any moment.

"Blowing up the world's for big kids only," Swampfire glared as Rockette walked by.

Sevenseven ran by and blasted at Swampfire, blasting through his gut only for his stomach to regenerate itself as Rockette came in and strummed her guitar with a glare.

"Frogs of war and men of hate," she said, glaring at Sevenseven. "With no cause, we don't discriminate!"

She then shouted out as she blasted a blue laser out from the neck of her guitar that blasted him back with a shout before Swampfire ran in and gave him a sucker punch, which damaged his mask as he hit the floor.

Sevenseven, now concerned for his life, ran away screaming as the Incurseans ran in and blasted at Swampfire, not doing anything to him as Rockette smiled, rolling her eyes as she played another chord that generated a forcefield and Swampfire blasted a fire out that sent the lot of the Incurseans flying back as the smell radiated off of Swampfire, the lasers starting to burn his leafy skin. They coughed before fainting to the ground from the smell of burning methane.

"Now that's just rude. I don't smell _that _bad," Swampfire said as he and his sister approached Attea as Raff cowered beside her throne.

"Give it here, Princess," Rockette said, holding out her hand as Attea plugged her nose. "You're not blowing up our home."

"Oh yeah? Who's going to make me?" Attea asked.

"Attea," Milleous said, stepping out from the corner and aiming a blaster out. "Fun's over."

Milleous then walked over and swiped the detonator from her hand.

Swampfire and Rockette then shot out as they did a dual fire blast towards the cage, melting it down and freeing the others as they ran by their friends' side.

"I'm proud of you, Attea," Milleous said. "One day, you may very well dethrone me. Put her in the stasis chamber with her mother."

An Incursean took the gasping Attea's arm and walked her off as she struggled and protested as the Incurseans surrounded the Omni-Team.

"Hail, Lord Emperor Milleous-"

"Silence, Raff. They get it."

"And as for you guys-"

That was when Becky swiped the detonator from his hand with a smile.

"Ha!"

"No. We're done now," Kevin said as the twins transformed back at last.

"Huh?" Becky asked. "Really?"

She sighed as she placed the detonator in Milleous' hand and he smiled.

"As a reward for your services in this matter, the Earth is spared. You may go now."

And thus, the Omni-Team was teleported back to Mr. Smoothie where this adventure began along with their vehicles as they looked at each other, satisfied.

"What happened to you guys back there?" Allison asked.

"Long story," Jen said. "But..."

"From this point forward, Alien X is an absolute last resort," Ben said. "We're only going to use that form when we've exhausted all other options."

"Why not?" Kevin asked. "When it was working, you two kicked massive butt."

"Yeah," Jen sighed. "It was our most powerful transformation ever."

"But it isn't worth the price," Ben said. "We have a lot of other aliens we can use."

It was at that point that the Levins drove off with a sigh, not noticing the warrior clad in red on the roof of the restaurant looking down on them with a concerned look on her face.

* * *

**So, you guys want more original chapters? You're getting more original chapters.**

**Next time on Ben and Jen 10:**

**Every Rose Has Its Thorn**


	15. Every Rose Has Its Thorn

At night in the forest by the lake, a few DNAliens walked into the forest to look for possible victims, being especially careful of what was going on as the leaves crunched under their feet, moving forwards with blasters in hand as they made a few clicking noises to one another.

Little did they know that a figure was watching in the tall grass beside them, stalking them like a predator to prey.

As they moved through the woods, a few vines burst out of the shadows and wrapped around its stomach and limbs, pulling him into the darkness of the forest.

"What was that?" one remaining DNAlien said to the other as roots suddenly grew from around its feet, pulling it down and out, dragging it into the forest with a shout as the remaining DNAlien looked to see a shadowy figure that resembled a plant-like teenage-girl in a dress with glowing golden eyes like pollen with green irises and black pupils glare at him.

"Can we talk about this?" he asked suddenly.

That was when the plant lady rose her two arms and two crystal-like structures grew from the ground, trapping the DNAlien where he stood, his weapon falling to the ground as the plant lady smiled and rose her hand up two Venus flytraps growing from the plants around her and hissing at the mutated abomination before her.

"I'm afraid not," she said as she shot her hand out and the Venus flytraps hissed before shooting for the alien, directly at the camera as it cuts to black.

* * *

Meanwhile, at the lake beside the woods, flashes of pink light came out at each other as Jen clashed mana staffs with Gwen, both wearing exercise attire as they both struggled in each other's grip as they dodged each other's swipes and Gwen tripped Jen up with a sweep kick, sending her sprawling to the ground as she came jumping towards her before the brunette blasted forth with a blast of mana that sent her cousin flying back before she screeched to a halt on her sneakers as she smiled and wiped her lip.

"Very good, Jennifer," Verdona said, watching from a far. "Gwendolyn, more ferocity next time."

"Yes, Grandma," the Anodite cousins said, bowing before they heard a screech coming from the woods on the other side of the water and all heads turned to the source of the noise.

"Oh snap," Jen said as Verdona silenced her granddaughter with a wave of her hand and focused as her human form melted away to reveal the Anodite within, flying up.

"You two have done enough for tonight, girls. I will investigate this matter," Verdona said.

"We'll be here tomorrow," Gwen warned.

Verdona then flew over the woods, a small pink streak fading behind her as she looked over the path through the trees for any sign of damage... only to come up short. No burn marks in the grass or on the trees, no debris. Not a blade of grass was out of place there. Nothing.

"Strange," she said as she sighed and flew upwards. "Maybe it would be best if the kids take care of this. They're better at investigations than I am."

* * *

Becky stood at a table in the school mess hall, munching on her peanut butter and jelly sandwich with a sigh as she looked out to see Ben, Jen and Gwen walk by her table with a smile and sit down next to and beside her as she smiled.

"Hey, guys," she said as she fist-bumped her sister and the two sets of twin siblings unpacked their lunches and started talking with a smile.

"So, sis," Gwen said, taking a bite of her apple. "Anything interesting happen?"

"Oh, besides weekly patrols of the town and helping our friends out. Nothing. Not hide nor hair of the Highbreed or DNAliens that we've seen anyway. It's like they just vanished into thin air the minute Grandpa Max sacrificed himself."

"They're out there," Ben said as Jen looked on her phone of a video on the famous hero site the Miraculous Blog, looking at a video of the latest akuma attack in Paris.

"Jen?" Becky asked as she gasped and put her phone away.

"Oh, sorry. It's just that that Miraculous Team are such great heroes. They're every bit as famous in Paris as we are here," she smiled.

"Yeah, but they're only fighting to protect the Earth," Ben said, jabbing her arm. "We fight to save the Earth and the entire universe."

Jen rolled her eyes at that as she bit into her beef jerky. "Anyway, we were training with Grandma Verdona twice this week to make up for missing last week."

"Thanks, Emperor Milleous," Gwen sighed.

"And when we were sparring, Grandma noticed something... peculiar.'

"What?" Becky asked as she and Ben looked up.

"Well, we heard some distant screaming coming from the woods near the lake and Grandma flew over there to investigate," Gwen said. 'But when she came back, there was virtually no evidence to show that anything was there. Nothing."

"Are you sure you're not crazy?" Ben asked, sipping his cola.

"No, we're pretty sure," Jen said. "We know what we heard. Something's going on in those woods. And the Omni-Team is going to find out what. Tonight."

"Done," Becky said as they all put their hands in. "I'll text Allison and we'll get going to the woods tonight."

Meanwhile, a pale-skinned girl with hot pink hair sat in the corner, wearing a green shirt, red shorts and brown boots with a rose in her hair and green diamond earrings, supported by headphones in her ears playing music with a smile on her face as she sighed and ate at her baloney and cheese sandwich, smiling as the bell rang, signalling the end of the school day as she and the rest of the students stood up and left for their lockers, trying to get to the area as she went to get her stuff and smiled at her flora-covered locker with a smile as Becky stood by her at her own locker.

"Hi, Rosie," she said as the pink-haired girl looked to her and sighed.

"Hi, Becky," she said.

"So, me and my cousins are going to the woods tonight. What are you going to do?"

"Not much," she said. "Just gardening with my mom as always."

"Boring," Becky sighed. "I mean, I know flowers are your thing, but hey. Well, me and Gwen gotta get home. Bye."

Rosie sighed as she slung her backpack over her shoulder and her eyes briefly glowed their eerie green as she stepped away.

* * *

Rosie walked down the roads of the city with the music blasting in her ears as she kicked a can down the street before she looked up to her apartment building, with one area completely surrounded in vegetation and plants that grew from the walls. She stepped up to the floor of her apartment and pulled a key out of her pocket to reveal her Mom, who was clearly not human inside as she looked to see her daughter.

She was a Florian (the species of Blossom Rose), with a flower petal-like yellow dress, pale green skin and leaf flat shoes on her feet. She also had long stem-like hair tendrils with sunflower-like petals growing from it and pale yellow eyes with green pupils.

"Ma'Dow," she said "How was school?"

"Fine. Just fine," Rosie said as she reached on her neck and removed what was revealed to be an I.D. mask to show her true form: a Florian with a red flower-petal dress, leaf flat shoes, pale green skin and yellow eyes with green pupils, just like her mother. The only difference was her hair was in the form of a large rose flower growing from her head, similar to Blossom Rose.

"Is something wrong, sweetheart?" her mom asked.

"No, Mom. I just have a sickening feeling that I don't belong on this planet," she said. "I go to a school of humans when I'm not even a human myself."

"Well, we can't go back to Floria," she said. "And your father is out who knows where doing his work. But hey, there's lots of people like you out there. They don't know who they are either."

"Yeah, but it just feels awful to be viewed as an 'abomination' by your own people," she said as she sighed and generated a few crystals from her fingers before they sunk back in and she walked over to the flowers. "Sometimes I think the only friends I'll ever have are these guys right here."

She then tickled one in the bud and it giggled to her as she smiled and smelled in the pollen.

"What do you want for dinner tonight?" she asked.

"Beef stroganoff?"

"Sounds lovely," she said, kissing her daughter on the forehead before walking away.

"Those DNAliens are going to pay. In the name of nature, they will be destroyed!" she said, putting her I.D. mask back on and walking away.

* * *

Later that night, after parking the car and the motorcycle, the Omni-Team, clad in their super suits, walked on in the woods, illuminating the light with a pink mana ball as Omni-Green used his Omnitrix as a flashlight in the shape of the Omnitrix symbol.

"What is going on here?" Matter Girl asked, her eyes adjusting to the light.

"Craziness," Huntress said as she looked down and noticed the scattered weapons laying in the grass and she nodded. "There was clearly a fight involving DNAliens here. Or... I think it was a fight. It looks like they got slaughtered really bad."

"Yeah, well, whoever it was is clearly passionate about this forest," Gwen said.

"Or just nature in general," Omni-Green said as the team moved deeper into the forest, seeing green crystals sticking out of the wall. "Taydenite?"

"A Petrosapien who's defending nature?" Kevin asked, looking around. "Their planet was made of solid crystal. Why would one of them be defending a forest?"

"Maybe they're the self-appointed guardian?" Omni-Pink asked, shrugging, not noticing the pair of yellow eyes glaring in the background as she looked down and moved into the forest.

"Who knows?" Huntress said. "All I do know is that we're going to find out what's going on in these woods and fast."

As the team moved forwards into the woods, the Omni-Twins readied their watches as Omni-Green activated his energy swords and Omni-Pink and Lucky Girl gathered the mana around them as they looked forwards.

"Well, it's definitely a Petrosapien... I think," Lucky Girl said as they looked up to see a throne sculpted from solid Taydenite in front of them, gasping.

"You're partly right," said a voice from above and they gasped to see a vine stretch down from the trees above and saw who the audience knows as Rosie appear and sit on the throne with a smirk as they saw the creature appear and the plants around her moved, ready to attack as they gasped.

"Uh... hi," Omni-Green said as the plant creature above them smirked and smiled upon them. "We're here to investigate strange noises and fights going on in the wood."

"Well then stop looking," Rosie said. "Because I, Ma'Dow, am the one behind everything."

"Ma'Dow?" Kevin asked. "Like 'meadow?'"

"Yes. What's the problem with that?" she asked, stepping down from her throne and approaching them, the small flowers starting to bud behind her footsteps.

"Nothing. He's an idiot," Lucky Girl said, earning a glare from her as she looked to her. "What's with the DNAlien carnage?"

"Carnage?" Ma'Dow asked. "Oh don't worry. I haven't killed any of them... yet. I just had them sent to the Null Void using my equipment."

"Huh? You're a Plumber's Kid?" Matter Girl asked.

"Oh yeah. I've heard about you, Omni-Team. I've heard about how good you are from the cosmos. I want to see if they're right."

"We are."

"Let's test that, shall we?" Rosie said as she shot her hands out and several green crystals embedded into the trees behind them and they looked out with a gasp.

"We weren't exactly wrong about the Petrosapien thing," Huntress panted as she shot a few arrows at the Florian-Petrosapien hybrid as she shouted out and ran forwards, dodging the arrows as she grew two crystal blades from her arms and started engaging in hand to hand, the human dodging every blow with her quick moves before jumping up and giving a roundhouse kick to the face, sending her flying back with a smile as she rubbed her lip with a smile, a few drops of green blood mixed with chlorophyll dripping out.

She looked upwards to see Lucky Girl come in, eyes glowing pink as she sent out mana bolt after mana bolt to her opponent, who erected a wall of vines in front of her to block every shot that came at her, thorns flying away before she sent a flurry of thorns and crystals flying out.

Lucky Girl gasped as she blocked the shots with an energy shield and shouted out at the onslaught as a flash of green light appeared behind her and Ben appeared as...

"Big Chill!"

He flew around his opponent as he went intangible and phased through the crystals that were blasted out at him as he flew forwards and phased through the flower girl who almost instantly froze in place in front of him as he smirked, sub-zero air phasing through his lips before a few large roots burst through the ground and squeezed the heck out of the ice, breaking it and she sent a hand out to send the roots around Big Chill, surprising him as he flew to the ground.

Kevin shrugged as he stepped forward and sighed.

"Sorry. I don't like hitting girls," he shrugged.

"Kevin!" Lucky Girl shouted.

"Then this should be easy," she said as she shot her hand out and sent a cloud of blue pollen from her pores at him and he inhaled them and gasped, his eyes rolling back in his head as he hit the floor, falling asleep on the ground with Lucky Girl running to him as Jen ran forwards and transformed into...

"Jetray!" she shouted, spiraling upwards and blasting her pink neuroblasts forwards from her eyes and tail, with the flower girl raising a crystal hand from the ground to block it and then shot it forwards as she zipped away from it as Big hill flew out of the bindings and shouted out, freezing the blasts as he and his sister combined their attacks to form a neuro freeze ray that froze her in space as the girl shouted out and started shivering where she stood as Matter Girl ran forwards, absorbing the wood from a tree trunk as she ran forwards and gave a strong uppercut to her jaw, sending her sprawling to the throne with a groan of pain, the phone and headphones falling out of her dress pocket as Huntress stepped forwards to investigate with a glance before giving out a gasp as she ran forwards and helped up her friend.

"Rosie?" she asked. "Is that you?"

"Huh?" Rosie asked as Huntress removed the stray hair from her face and looked forwards with a smile.

"It's me! Becky!" she said.

"Becky? Tennyson?" she asked.

"In the flesh. You're an alien?"

"...Yeah," she said with a sigh, bunching her legs up to her chest as she sighed and everyone deactivated their suits, still reeling from the battle.

"We need to talk," Ben said.

"No duh," she said.

* * *

Later on, the group, now including Rosie had all gathered by the lake to talk, sitting down on the rock with a sigh.

"So," Becky said. "You're a Plumber's Kid?"

"I wasn't always a Plumber's Kid," Rosie sighed, skipping a rock into the lake. "You see, my species is a single-sex race."

"So all Florians are female," Ben asked.

"Indeed," Rosie said with a sigh as she looked to the water and ran her hand across it.

"So how do you reproduce?" Gwen asked as Rosie looked down and sighed.

"Florians mate with other females and as they mate, they spread out roots from their feet that spreads throughout the current planet's surface, which spawn into what you know as forests and flowers. And from the resulting plants form seeds, which overtime grow into new specimens of my kind... well, maybe not _my _kind specifically."

"What do you mean?" Kevin asked.

"Technically speaking, I'm the only one of my kind. Not the only Florian, of course, but what I mean is that my birth process was different. Most Florians don't grow up with family because once you grow into your form, you're on your own. Not me, though. I was born the same way most mammalian species are."

"How, Rosie?" Jen asked as Rosie sighed.

"You've met my father, of course. The Petrosapien bounty hunter Tetrax Shard."

"Oh yeah. Tetrax did say he had a daughter with a Florian that he separated from," Ben recalled.

"When he was on a mission to Floria, he met my mother, Su'Flow," Rosie said. "And the feeling was mutual. She was the first and so far only one of her kind to mate with someone outside her species, let alone a male one. And from that, she got pregnant with me. The first Florian hybrid ever."

"So how did you and your mom come to Earth?" Allison asked as Rosie ran a hand through her petaled hair and a tear dripped down her eye as her voice started to break.

"My mom's mating with my father was not looked upon kindly by the Florians and she was exiled for treason by breaking tradition. And of course, because of my nature, I was looked upon as an... abomination," she said through tears. "Neither of us is ever allowed to step foot on Floria again. My dad has been away on... work in space. I've never met him either. So my Mom decided to join up with the Plumbers and trained me to use my powers as a Florian. But when I turned 10, I started noticing strange things about me. Crystals forming from my skin and the ability to project and manipulate Taydenite from the ground and my limbs. I asked my Mom what it was and she told me the whole story that I just finished telling you. We were installed on Earth, given ID masks to protect us from the humans and the rest, as they say, is history."

"Whoa," Ben gasped as Rosie sighed and bowed her head.

"That's one of the saddest stories I've ever heard," Jen said.

"I know, but it's true," she said as Becky walked up to her friend.

"Look, Rosie. I know how you feel."

"No you don't," Rosie sighed. "You don't know what it's like to be hated by your own people."

"We kind of do," Allison said. "We're a superhero team. We get criticisms every day. They can think what they want about you, girl. But what matters is what you think of yourself. You have friends that love you here and nothing's going to change that."

Rosie sighed as she got to her feet and wiped off her flower dress before taking her I.D. mask from her pocket and placed it on, turning back to her faux human form.

"So why did you call us out here with that fight?"

"I was trying to defend the forest because as a Florian, I take comfort with nature, as you can imagine. Sometimes I feel like the plants are the only ones that understand me."

"They're not," Jen said. "You have us."

"When I heard the Omni-Team was back and I saw you fighting the DNAliens, I knew you would be coming, so I wanted to test you guys."

"It worked. We want you to join our team."

"You do?" Rosie asked.

"Of course we do," Gwen said. "You'll be a valuable addition to our fight against the DNAliens. They want to conquer this planet and all living things in it. Including nature."

"This planet is practically my home..." Rosie said. "Okay. I'll do it."

"Great!" Allison said as they one-by-one shook hands with the hybrid and smiled as they departed.

"I gotta get going. Tell what's going on to my mom," she said. "Well... bye."

She then walked off back to the city as the others walked back to Kevin's car to drive off.

"So, you want to tell her that her father helped Vilgax blow up his home planet?" Ben asked with concern.

"It's not worth it. He'll have to tell her that herself if he ever sees her again," Gwen said as Kevin drove off with Allison close behind.

* * *

After getting dropped off at home by Kevin, Ben and Jen smiled as they walked into the house to see their parents sitting down in the seats in the living room as they looked on in shock.

"Ben? Jen?" Carl said. "Could we talk to you two for a second?"

The twins gained a nervous look on their face as they looked to each other and gulped as they sighed.

"Are we in trouble, Dad?" Ben asked. "Did we do something wrong?"

"Of course not," Carl said as he turned to his wife with a wink.

"Great news, kids!" Sandra said. "The company is sending me out for a meeting out of the country."

"Out of the country?" Jen asked. "How long are you going to be gone?"

"Oh, it's not how long _I'm _going to be gone, sweetie," Sandra said. "It's how long _we're _going to be gone. We're going on vacation!"

"No way!" Ben and Jen said as they stood up excitedly.

"Not only that, I just so happen to have four extra tickets aside from the four of us and Emma," Sandra said, handing two to the kids.

"We don't even need to think about who's getting these," Ben said as he jabbed his sister playfully and she giggled. "So where are we going?"

"None other than the City of Love itself," Carl said, holding his wife close as the twins each gained a shocked look on their face and looked to each other with a dumb grin.

"We're going to Paris?!" Jen asked.

"We're going to Paris," Ben confirmed as the two embraced in a warm hug and spun around with their smiling parents watching nearby. "When do we leave?"

"Next week," Sandra said. "It's gonna be a blast there."

* * *

**Next time on Ben and Jen 10:**

**A Miraculous Team-Up: Part 1  
**

**A Crossover with Miraculous Team by SonicPossible00**

**A/N: This may take longer than normal.**


	16. A Miraculous Team-Up: Part 1

_The Omni-Team was glaring, huddled side-by-side as they saw a swarm of violet-colored butterflies swarm from above them and they shouted out and the ones with projectile attacks blasted away with energy and mana lasers outwards, zapping a few of them away as they shouted out and split up, doing battle with the various monsters around them._

_Omni-Pink shouted out and slammed a few skulls of the akumas together as she backflipped and transformed into Rockette before playing a power chord on her guitar outwards that blasted a few akumas away before swatting away with another guitar as she battled the villain known as Guitar Villain with a smirk._

_"You think you can take me, baby?"_

_"We fight because we must," she said with a smile as she clashed glowing guitars with Guitar Villain with a shout._

_Kevin shouted out as he ran forwards and absorbed the ground beneath him and leaped upwards before sending a shockwave to the ground as he sent a ton of monster soldiers flying backwards with a shout, cracking a few skulls together with a glare as the camera passed to his sister as she blocked all of the akuma Riposte's swipes with her blade arms with a shout as she ducked underwards and then delivered a strong headbutt to her, sending her stumbling back as she shouted out, morphed her hands into a hammer and smashed her backwards into another akuma with a shout of fury._

_Omni-Green blasted his green energy rays outwards with a smirk, blasting back Haute Couture with a shout as she was sent flying backwards as he transformed into Humungousaur and roared outwards, tackling the Gargantua monster back into the Seine river with a shout, slamming down on him as the camera shot to Huntress up on a building as she shouted out and blasted her arrows into the butterflies, destroying them with a shout as she smiled and backflipped away, slamming into Rogercop as she blasted her spear away at him._

_Lucky Girl ran on her energy platforms overhead before using her telekinetic powers to send tons of debris flying away at the monsters flying overhead as she shouted out and leaped from her perch, punching the ground to send a mana shock wave flying backwards with a shout as she ran forwards, only to be slammed by a laser beam flying at her as she saw Madame Romani flying overhead with a glare as Reptile and Brutus smirked and shouted out, splitting up before absolutely owning the heroes for everything they were as they were backed into a corner, bruised and beaten as they groaned and sighed as a man stepped out. He wore a grey and violet pinstripe suit with grey gloves and a silver mask over his head and a moth-shaped broach on his chest and carried a cane as he stepped forwards and smiled at the team._

_"You did your best Omni-Team. You're pretty good... but not good enough," he said as he raised his hand, only for it to be smacked away by a yo-yo as he looked to see his old nemeses standing on the Arc de Triomphe in a single-file line, all bearing the monikers of a ladybug, black cat, fox, turtle, bee, wolf, red panda, dragonfly, flamingo, raven, spider, antelope, deer and bear smirking down at him as the heroes we know and love gasped in relief at seeing them._

_"The Miraculous Team!" The Omni-Twins shouted as said heroes all shouted out and marched downwards, engaging in battle with the akumas and Hawk Moth's lieutenants with a shout as they clashed and smiled._

_The ladybug hero shouted out as she used her limitless-length yo-yo and tripped up Darkblade with a shout as she smiled as she backflipped back as the cat hero scraped his glowing clawed-glove on the building above him and sending it crumbling down on him with a shout as the two fist-bumped._

_The deer hero grabbed Huntress and took her away as they both fired a countless amount of arrows from their bows that destroyed any akuma butterfly they crossed and smiled to each other with a glare as the bear hero shouted out and slammed the Gigantitan akuma with a shout, sending him back with a wailing cry and he smirked as he cracked his knuckles and neck joints from the amount of strength he just used._

_The raven heroine glared as she manipulated the shadows from all the buildings and gathered them around her own before she shouted out in fury, forming a raven shape around her as she sent out a powerful shadow burst, sending all of the akumas around her flying into the ground as she blasted away with blasts of light from her mirror._

_The flamingo heroine shouted out as she multiplied herself into 20 and they all used their flamingo-headed canes to bash the monsters away with a shout as the fox heroine levitated upwards and then stuck her flute staff to her lips and played a soothing tune outwards, creating an illusion of a giant creature flying forwards, scaring Reptile and the others as he was lassoed by the spider hero's lasso and frozen by the wolf heroine's fans as she flew forwards._

_The bee heroine flew overhead and smiled as she spun her trompo around and created a large tornado, which sucked all of the akumas inside as the dragonfly heroine shouted out and tossed her frisbee weapon into the tornado, bashing away all the akumas within before it went flying back to her like a boomerang with a smirk._

_The red panda hero drew a giant robot's with his pen-spear and bracers around his arms and legs to control the robot's movements as he shot his fists out, sending missiles outwards, blasting into the rest of the akumas, destroying them._

_The Miraculous Team gathered around the Omni-Team and helped them up as they all faced Hawk Moth together._

_"Give it up, Hawk Moth," the ladybug hero said. "You don't stand a chance against **two **teams of superheroes."_

_"He who fights and runs away lives to fight another day," said Hawk Moth, knowing he was defeated for now as he vanished into a swarm of butterflies and flew away, his lieutenants vanishing along with him._

_The two teams of heroes turned towards each other and smiled in greeting._

_"We should hang out sometime," said Omni-Pink._

_"Yes we should, Jen... Jen..."_

* * *

"Jen," Ben said, shaking his twin sister awake as she groaned and sat up in her seat next to him on the airplane in bound towards Paris with the Omni-Team and the twins' parents and sister close by.

"Dang it, bro. You wrecked my dream!" she said, crossing her arms with a pout. "We were fighting against Hawk Moth alongside the Miraculous Team."

"Hey, we're going to Paris," he said with a smile. "A superhero's work is never done. Who knows? Your dream could come true."

"Let's hope so," Jen said. "These guys are proven to be amazing heroes. They'll be invaluable in our cause against the Highbreed."

"The entire world's at stake in this. They're not going to say no if we can find them."

"Not _if, _Ben. _When," _Jen said. "Hawk Moth and his cronies are still on the loose in that city. An akuma of some sort is bound to show up at some point. That's when we find them and help them."

"You think so?"

"I'm pretty sure," Jen said, sticking out her left wrist. "After all, we're sort of magnets for trouble ever since these things got on our wrists."

"I can't argue with that."

The camera panned backwards towards Gwen and Becky's seats as Gwen looked at a brochure while Becky stared at her computer that showed the Miraculous blog, detailing their newest adventures in Paris as she scrolled down.

"It was great of the twins to invite us here," Gwen said. "I always wanted to see Paris."

"Yeah, I know, sis," Becky said. "I can't wait to try those famous macarons at the Boulangerie Patisserie. I hear that they're to die for."

"I have a little bit of an advantage that the others might not," Gwen smirked, jabbing her sister. "I speak French."

"Oh, good. You'll get us around," she said as they both chuckled to each other and sighed.

The camera then panned backwards towards the Levins' seats as they both sighed as Allison sipped at her water.

"So, Ally," Kevin said. "You're the only one of us who's actually been to Paris before."

"Yes, I have," Allison said. "I can only imagine what's going to happen if I see Nora Cesaire again while we're here. She was _steaming _mad when we tied in that fight in Paris. She is going to kill me if she gets her hands on me."

"No she won't," Kevin said, kicking back in his seat. "Paris is a big city. What are the odds that you're going to run into her again? And I bet that if she challenged you to another fight, you would definitely beat her."

"You're probably right. Plus, I get training from being a superhero. She doesn't have that training... at least I _think_ she doesn't."

"That's my sis. Always ready for anything."

_"Attention passengers. We are now making our descent into Paris. Please buckle your seatbelts and place your seat trays into the upright position. We will be landing shortly."_

"Alright. Here we go," Ben sighed as they felt the turbulence start to build as the plane made its descent towards the city of love itself, Paris, France.

* * *

Meanwhile, down below in the attic bedroom of the world-famous Tom and Sabine Boulangerie Patisserie, a young girl smiled as she looked over her sketches for dresses and smiled to herself as she knitted the seams with a smile.

She wore a dark gray blazer with rolled-up sleeves; the inside of the blazer was lined in white with pink polka dots and it has black trimming. Underneath, she had on a white t-shirt with black stitching and a flower design below the collar. The design itself has pink flowers and black leaves. She wears pink rolled up jeans and pink ballet flats with dark red soles. She wears eyeliner around her eyes and sports black earrings on her ears. Her name was Marinette Dupain-Cheng.

She hummed a little theme to herself **(A/N: It's the theme to her show) **and smiled at her work as a small crimson creature floated by her side with a smile to her. She had a large head, a tiny body and large blue eyes, two antennae and a large black spot on her forehead, back and each side of her head as well as a short tail with three tips aligned vertically.

"So, what are you working on today, Marinette?" the creature asked as Marinette sighed.

"Not much, Tikki. Just some new dresses for Chloe's birthday cotillion in a few days."

"It was so kind of her to invite all of you to her 14th birthday," Tikki said.

"She's not that person anymore. In the past year, especially since she became Queen Bee, she's really improved her attitude. Of course she invited us to her birthday. We're practically family."

"You can say that again, bug-a-boo."

Marinette would know that voice anywhere as she looked upwards to see the boy of her dreams and her partner standing at her balcony with a smile as he walked towards her.

He was a handsome teenage boy with brushed-back blond hair and emerald green eyes. His skin tone was fair with a rosy tint, especially on his cheeks, nose and the tips of his ears. He wore a white button-down shirt with an upturned collar and sleeves rolled up above his elbow, which he keeps unbuttoned. Underneath, he wore a black shirt with five horizontal stripes around the chest which are colored, from top to bottom, yellow, olive green, bright green, dark green, and periwinkle. He wears blue jeans and orange sneakers with white laces and a logo of a black butterfly in a circle on the sides. On the ring finger of his right hand was a silver ring. His name was Adrien Agreste.

Flying beside him was a creature similar to Tikki. He was a small black creature with a large head and small body, having a very cat-like appearance, with cat ears, a tail, two cat incisors, and green cat-like eyes, along with one whisker on his forehead and one whisker on each cheek. His name was Plagg.

"Oh, Adrien," Marinette said as she stood up and the two briefly kissed on the lips. "You always know how to cheer me up."

"Yeah, well..." Adrien said as they smiled at each other. "We've been the leaders of the Miraculous Team for about a year now, so I know you better than you know yourself."

"Aw!" Plagg said as he floated next to Tikki and nudged her. "I gotta tell you, Tikki. Our holders in the past have usually ended up falling in love, but these two are really special."

"I hear that, Plagg," Tikki said with a smile.

* * *

Meanwhile in a house elsewhere in the city a girl was sitting at a computer with a smile as she worked on the popular superhero blog known as the Miraculous Blog.

She has hazel eyes and heart-shaped lips, wavy and reddish-brown ombre hair which grows slightly past her shoulders, with the tips of her hair having a lighter shade of copper-red. Above her right eyebrow, she has a beauty mark. She wears black-rimmed glasses, with a white spot on each side, while her outfit consists of a white tank top underneath a short-sleeved plaid shirt with white, orange, and purple stripes; light blue jeans, and white sneakers with black tops. She wears a light berry-colored lipstick. Around her neck was a necklace with a golden chain and a white-tipped fox tail charm. Her name was Alya Cesaire.

Floating beside her as she smiled was another creature like Tikki and Plagg, looking like a fox. She was a small orange creature with a tiny body, large head and purple eyes. She had eyelashes on the side of her eyes, pale pink eyelids, two fox incisors, and her eyebrows appeared as small dark brown spots above her eyes. She had long foxlike ears with white insides and black tips and edges, and a thick flexible tail with a white tip. Her forearms and lower legs were black, and the front of her body and the area around her mouth were white. Her name was Trixx.

"How's it going, Alya?" Trixx asked, munching on some black licorice as Alya smiled to her partner.

"Well, there's some news over in the United States," Alya said. "We've got some competition. The Omni-Team is back."

"Who's the Omni-Team?" Alya asked.

"We weren't actually the first superhero team to show up in the world. Five years ago, there was a great team of superhero children called the Omni-Team. The two leaders, called the Omni-Twins, had the power to project energy and transform into different alien creatures. They saved the day at different points throughout the U.S.A. all the time for about two years. Then, they disappeared and no one knew where they went... until now."

"It might be nice if they showed up though," a voice said and Trixx hid in Alya's pocket as Alya looked to see her older sister Nora show up by her and she smiled. Nora looked about the size of Allison and just as physically ripped. She dropped her bag down and smiled at her sister. "Paris needs all the help it can get against that Hawk Moth psycho."

"Hey, sis," Alya said. "How was that fight?"

"First round knockout, as usual. Making up for that loss against Allison Levin."

"You know you didn't actually lose. You just tied."

"Lose, tied, what's the difference?" Nora asked, throwing a ton of punches on the bag in the room. "It's still a loss in my book."

"I know that, but still," Alya said. "By the way, I have a date with Nino tonight, so you're babysitting the twins."

"Fine," Nora said with a sigh.

* * *

Speaking of Alya's boyfriend Nino Lahiffe, he was at home, putting together some mix tapes and smiled as he sat back in his chair and relaxed.

Nino had short dark brown hair, tan skin, and amber eyes. He wore a plain red cap, uses black-rimmed glasses, and often has a pair of dark gray, blue, and orange headphones hung around his neck. He typically wears a short-sleeved blue shirt with an eye design on the front (a design involving a black pupil, white sclera, a dark gray upper eyelid with lashes, and a light blue lower lid). Around his jeans is a brown belt, and while most of it is hidden by his shirt, one tip sticks out a little bit below the hem. Additionally, he wears lime green, pink, red, blue, and yellow wristbands around his right wrist, blue-gray jeans, and red and white high collar shoes with a white knight design on the tongues. On his wrist was a bracelet in the shape of a turtle shell.

Floating beside him was another creature who bore a resemblance to a turtle. He was light green with yellow sclera, light green eyes, and had an antenna on his head. It also had a slightly darker green turtle shell on his back and a tail. His name was Wayzz.

"So, Nino, are you ready for that date with Alya?" Wayzz asked as he floated beside him with a smile.

"Sure am. We're just going to the movies."

"You two are perfect for each other. Just as much as Marinette and Adrien or Rose and Juleka," Wayzz said as Nino pushed himself up from his computer and Wayzz flew into his pocket with a smile.

"Don't say that in front of those two, okay?"

"Fine."

* * *

Elsewhere, two girls walked out of a store with a smile, several bags in hand as they just finished their shopping spree.

The first had light honey blonde hair that is pulled back into a high ponytail and light ocean blue eyes. She wore light blue eye-shadow, nude lipstick, and a light peach-colored blush. For accessories, she has a gold chain necklace, with a gold sphere charm. She also has white-rimmed sunglasses on her head. Additionally, she wears a yellow long-sleeved jacket over a white shirt with black stripes around the waist. The rest of her outfit includes white jean capris with a belt that has diamond-shaped studs and white dress shoes with black lining and soles. Holding her ponytail in place was a comb that had a design of a bee with black stripes, a black head, nine teeth and wings stretched out of the head to make the arch. She was the Mayor's daughter, Chloe Bourgeois.

Her best friend, Sabrina Raincomprix. Sabrina is a short teenage girl with chin-length orange hair that is styled in a bobcut, sea green eyes and light pink lipstick. She wore a white hairband and glasses with a pale brown and gray rim. She wears a purple and blue argyle vest, and underneath that, a white long-sleeved dress shirt with a gray bow tied to the collar. She has bright blue shorts with a brown belt, black leggings with a dark blue argyle pattern, bright blue socks, and white sneakers with black soles and a silver wolf-shaped broach on her chest.

"Nothing beats a good shopping spree," Chloe said with a smile as Sabrina nudged her with a smile.

"I can think of a few things," Sabrina said as Chloe rose an eyebrow. "Kidding, just kidding."

The two then laughed to each other as their partners flew out of their purses.

Chloe's partner, Pollen, was a yellow creature resembling a bee, with antennae, a small body and a big head with three curved stripes wrapped around her head. Each stripe growing smaller as it ascended its forehead. Its antennae, arms and feet were black, while the eyes were navy blue. A black stripe surrounded both its eyes, coming to a peak and the top corner like eyelashes. It also had a small tuft below the neck.

Sabrina's partner, Mika, was a small grey creature with a tiny body, large head and golden eyes. He had long wolf-like ears with white insides and grey tips and edges, a black nose, two wolf incisors, and a thick flexible tail with a white tip. His forearms and lower legs were grey, and the front of his body and the area around his mouth were white.

"You know, you have enough clothes in your closet to last for decades, Chloe," Pollen said with a sigh.

"Yeah, but those get old after a bit."

"You shop for clothes every month," Mika said. "Plus, you usually wear the same outfit anyway."

"Mika's got a point, Chloe," Sabrina said. "What's the point of having all those clothes if you're not gonna wear them?"

"Maybe you guys are right," Chloe said as she looked at her shopping bags and looked back in the store with a sigh. "Leave it to my kwami to give me the best advice."

* * *

In another home in the city, a young man, Nathaniel Kurtzberg, sat at his desk, drawing some art of the Miraculous Team and had started something else: The Omni-Team.

Nathaniel is fairly short with turquoise eyes and messy red orange hair. He has long bangs that are brushed to the left side of his face. He wears a red t-shirt with a black design on the front. Over his shirt, he wears a gray dress jacket with a folded collar, folded sleeves, and side pockets. He wears purple jeans that are rolled up at the bottom, and his shoes are gray with white lace and a white section where his toes would be. On his right hand was a red and orange artist glove with a red panda design on it.

Beside him floated a kwami, Mulan, that resembled a red panda. Mulan was a was a small reddish-brown creature with a tiny body, large head and green eyes. He had long round-like ears, black nose, raccoon-like whiskers, and a bushy tail with six alternating transverse ochre rings. His forearms and lower legs were reddish-brown, and the front of his body and the area around his mouth and eyes were white.

"So, Nathaniel, what are you working on?" Mulan asked as Nathaniel drew some more designs of the heroes we know.

"The Omni-Team. Since they showed back up in the United States, I've been wondering about what would happen if we maybe teamed up with another team of superheroes. My brain did that thing it does again and I started working on these new designs.

"It's always nice to be creative." **(A/N: *wink*)**

* * *

A young girl walked out of the ballet class with her bag slung over her shoulder and sighed at the sunshine beating down on her face.

She had blonde hair styled into a pixie cut, periwinkle eyes, and pink lipstick. In her hair was a pink pin in the shape of a flamingo head. She wore a shirt with light pink sleeves and top front, pink and white stripes on the front, a pink back that has a pale golden wing design, and string tied around her waist. She also has a pink mini skirt with two white edges at the bottom of the cloth, white leggings, two pink bracelets around her right wrist, and pink dress shoes.

Out of her bag flew her kwami, Flint. He was a small pink creature with a tiny body, large head and green eyes. He had a small curved black and white beak, and a feathered tail.

"Another day, another class done," Flint said as Rose smiled.

"Hey, Rose," a slight voice said and Rose descended the steps to see her girlfriend, Juleka Couffaine.

Juleka is a very pretty girl with tailbone-length black hair that has violet tips at the end of her hair with bangs covering the left side of her face and copper eyes. She wears a pale lavender lipstick and her fingernails are painted grey with black nail art of intricate patterns on each one with different designs on each hand. She also stands at a medium height. She wore a black shirt with a swan-necked collar and sea green lined collar and side pockets, and black mesh short sleeves. On her hands, she has black fingerless lace gloves that have a diamond pattern design and end halfway up the forearm. She also wears purple pants with holes above the knees and black high top sneakers with white soles. Around her waist was a black leather belt with a raven-shaped buckle.

By her side floated her kwami, Tamara, a small black creature resembling a raven with a tiny body, large head and blue eyes. She had a small black beak, a feathered tail, eyelashes on the side of her eyes and pale purple eyelids.

"Hey, Jules," Rose said as the two kissed and smiled.

"So, how was class?"

"Great as usual. I'm getting better and better with the pirouette move and impressing our teacher more. What's new with you?"

"Luka's getting more gigs with his band and he's been teaching me to play guitar and stuff."

"And she's been listening to this Luna Loud girl from the United States. Her music is some of the most rocking I've heard yet," Tamara said.

"Then Rose would probably hate it," Flint said as they looked on. "How could two girls so opposite be so perfect for each other?"

"I know, right?" Tamara whispered as the two girlfriends continued talking.

* * *

Speaking of couples, sitting at a in the park was a young girl and a boy, who looked absolutely ripped.

The girl, Mylene Haprele was a short and chubby with blonde hair that has some strands dyed green, blue, and magenta which is styled in dreadlocks with a dreadlock on her left side of her head has a purple cat bead, another dreadlock on her left side has a golden loop and golden brown eyes. She wore a pink bandanna to hold her hair back, and she has a necklace with a stone pendant. She wears a periwinkle shirt with a white silhouette design on the front of a bird holding a branch with leaves, which is underneath an olive green hoodie jacket. There are pins attached to her jacket: on the right side, she has a daisy pin; on the left side, she has a ladybug pin, a panda pin, and a yellow and green pin. Additionally, she wears dark gray jean shorts, black leggings, and dark purple and white sneakers. On her chest was a pin with the face of a doe on it.

Her friend, Ivan Bruel is large and bulky with gray eyes. His hair is short and black, except for a tuft of long, dyed blond hair above his forehead. He wears a black t-shirt with a white design of two crossing bones printed on the chest. He also wears black slacks with large belt loops and large pockets, along with white socks and khaki-colored work boots. On his right wrist was a spiked wrist band with a bear design on it.

They both ate at their ice cream with a smile to one another. "So, anything new since Valentines Day?"

"Not really much. Still on the look out for Hawk Moth and his crew," he said. "What's new with your dad?"

"Got a role in this new movie in the United States actually," she said. "I've been staying with my Mom for a few months ever since."

"Her Mom makes the best peanut brittle in France," said her kwami, Pin, as he flew out of her pocket.

Pin was a kwami resembling a doe, being a small greyish-brown creature with a tiny body, large head and yellow eyes. She had eyelashes on the side of her eyes, and dark circles around them. She had deerlike ears with white insides and grey tips and edges, as well as a small fluffy tail. Her forearms, lower legs and forehead were spotted, and the front of her body and the area around her mouth were white.

"Yeah, well, you know how mothers are," said Ivan's kwami, Muria as he flew out of his pocket. "Not that we've ever had one ourselves."

Muria was a small golden brown creature with a tiny body, large head and grey eyes. He had round bear-like ears, with pale brown inside, and a small tail. His forearms and lower legs were golden brown, while the front of his body and the area around his mouth and eyes were pale brown.

"Muria's got a point there," Ivan said. "Just ask my mom and she'll tell you the same thing."

* * *

Out by the Trocadero stood two more kids sitting at a table as they smiled to each other as they prepared themselves.

One of them, Lê Chiến Kim, has olive skin and grey eyes. He styles his hair, which is black with the ends dyed gold, into a sharp quiff. He wears a red, short-sleeved hoodie jacket with big front pocket and hoodie and some white outlines at certain places. On the front of the jacket, there is a white logo, which is a downward-pointing pentagon outline outside of a smaller, filled-in pentagon with a red corner and a star. He pairs his top with navy blue track sweatpants, and red, white, and black sports shoes. On his wrist was a leather wristband with a design of an antelope on it.

His close friend, Alix Kubdel, is short and lean with blue eyes and messy bob-cut pink hair that, on the right side is partially tied into a small side ponytail. She wore a black cap with a black old English S logo that is outlined in white on the front. She wears a black long-sleeved, slate gray shirt underneath a dark brown tank top. Each sleeve has a lime green scale patterned fabric snake, starting from her shoulders and coiling around her arms until their heads stop at her wrists. She also wears black jean shorts with pink stitching and black lace at the cuffs, black 1/2 hose length socks with two pink horizontal stripes, and black high top shoes with pink lace, black and lime green checkered sides with a wavy orange line over it, and white soles. Around her neck was a necklace with a pink and green necklace in the shape of a dragonfly.

Above them floated their Kwamis who ere refereeing their upcoming race.

Kim's kwami, Imp, Imp was a small brownish creature resembling an antelope with a tiny body, large head and green eyes. He had long pointy ears, a long snout, two arch-like horns on top of his head and a long bushy white tail, with a black streak on the middle. His forearms and lower legs were brownish, with its hands and feet being black, and the front of his body and the area around his mouth and eyes were milky white.

Alix's kwami, Daria, Daria was a small, greenish creature resembling a dragonfly with a tiny body, large head and bright yellow eyes. He had long greens wings on its back, a long and thin tail. His forearms, lower legs and the front of his body were pink.

"Okay, you know the terms of this race, right?" Alix asked Kim as he stretched out. "Whoever loses has to buy the winner the ice cream at Andre's stand?"

"Hope you've got the money, Alix," Kim said, stretching himself out.

"Don't get too cocky, Kim," Daria said. "Remember what happened with the Collector? You got your butt handed to you on a silver platter."

"He's got a point," Imp said, crossing his arms.

"Yeah, but at the time I didn't know just what he could do. I know all about Alix," Kim said as the two crouched down and smiled.

"Remember we agreed not to use our powers for this one," Alix said.

"Fair game."

"Ready and... GO!" Daria and Imp said as the two teens ran off with a shout.

* * *

Finally, in another home in the city was Max Kante. He stood at his desk working on programming his new video game on the Miraculous Team with a start.

Max was a short young man with dark skin, curly brown hair, and brown eyes. He wears black-rimmed glasses, a light green polo shirt, and tan and brown checkered jeans. He also has suspenders with a light tan line between two dark tan lines and silver buckles, along with light grayish blue sneakers and a purple wristwatch with a spider-design on his right wrist.

By his side floated his kwami, Ari. Ari was a small purple creature with a tiny body, large head and orange eyes. Unlike the other kwamis, Ari had two sets of eyes, the ones on the top of his head bigger than the others. He also four arms and four legs, which were covered in a black spider-web pattern, and a tail.

"So, how's the programming going?" Ari asked as Max sighed.

"Good, Ari," Max said. "Once I finish this, I might just make a similar game starring the Omni-Team. With their transformations, imagine the possibilities the game can make."

"Good idea," Ari said as Max finished programming the akumatized villain character's moves.

* * *

About an hour after all of that while exiting the airport, luggage in hand and slung over their back, our heroes, the Omni-Team walked with a start and sighed in content as they looked out.

"Ah, Paris. The City of Love," Gwen said as she smiled, winking at Kevin.

"I'm sure that there's lots that we can do here," Kevin said as Carl and Sandra flagged down a taxi and started loading the luggage into it. "Hey, Jen. I heard that Paris is home to one of the best fashion designers in the business, Gabriel Agreste."

"Oh, no," Jen said. "I'm not that kind of girl. Hey, Mom? Where are we staying at?"

"The finest hotel in the city. The Le Grande Paris."

"Sweet!" Ben and Jen said as they high-fived. "Let's go."

Ben, Jen, Emma and their parents filed into the taxi with the others as Allison flagged down a second one and Gwen spoke in French to instruct them to follow their family.

* * *

Upon arriving at the Le Grande Paris, the group had filed out their bags out of the cabs and put them on a cart as they walked up to the concierge at the front desk with a smile as Sandra showed him her business pass.

"Hi. I'm Sandra Tennyson. Me and my family are here for a week and I understand that my company has rented out a room for me here at the Le Grand Paris."

"Of course, _m__ademoiselle. _Right this way. I'll take you and your family to your rooms."

As the teens tailed by, Jen and Gwen noticed Chloe and Sabrina walk into the hotel, bags in hand and as they focused on the two girls, a sudden pain shot through the Anodite hybrids' skulls as Becky and Allison looked to them.

"What's wrong?" Becky asked.

"It's nothing," Jen said as she smiled. "Come on. Let's go say hi."

The teens then walked over to the two girls and shook hands.

"Hi. We're from the United States," Ben said. "Do you two by any chance speak English?"

"Yes," Sabrina said, shaking hands. "Hi. I'm Sabrina Raincomprix."

"And I'm Chloe Bourgeois, the Mayor's daughter. My daddy also owns the hotel."

_"Bonjour," _Gwen said, shaking hands with Chloe. "My name is Gwen Tennyson. This is my sister Becky, our twin cousins Ben and Jen and our friends Kevin and Allison Levin."

"Pleasure to meet you," Ben said, shaking hands with Sabrina as he noticed Marinette and Adrien walk in with a smile as he walked over.

"Hi," Marinette said as she walked in. "I'm Marinette Dupain-Cheng. This is my boyfriend Adrien Agreste."

After making the introductions again, Jen noticed Marinette's earrings and smiled.

"Nice earrings," she said.

"You like them? They're imported from China," Marinette said, not exactly lying.

"And those are some really cool watches," Adrien said, noticing the Omnitrixes around the twins wrists.

"Oh yeah. These things are two of a kind," Jen said.

That was when Alya walked in to talk to her best friend when she noticed someone she recognized.

"Oh man," Alya said as she looked at Allison carefully. "I know you. You fought my sister Nora a few months ago."

"Pleased to meet you," Allison said, shaking her hand. "Allison Levin."

"Ooh, tight grip," Alya said as Allison smiled. "Alya Cesaire."

"Nervous?" Jen asked as Alya nodded.

"Well don't be. I'm a nice girl," Allison said. "Despite what you may have heard from your sister."

"Good one, sis," Kevin said as he nodded to his sister and Ben and Jen walked off.

"Well, we've got to be going. Our parents are going to be wondering where we are," Gwen said as they grabbed their bags and walked to the elevator.

That was when the kwamis flew out of their bags with a look of concern.

"Trixx was right. There's something off about them. I can feel it," Tikki said.

"They do seem to have this aura about them," Plagg said. "We kwamis can sense this."

"Hmm..." Chloe said as they sighed and walked off.

* * *

Walking into their rooms, the twins looked down and sighed as they sat down and sighed.

"So," Jen said with a smile. "That was new."

"What do you want to do here in Paris?" Ben asked. "Because I, for one, am ready to-"

_"This just in!"_ was sounded on the open TV and everyone in the room gasped and looked up at it. _"There is a fire going on down at the College Francois Dupont!"_

"Crap!" Becky said with a groan.

"Just what we needed," Kevin said with a groan as Gwen rolled her sleeve up to reveal her hero watch. "A working vacation!"

"Are you sure? This city has a team of superheros already," Allison reminded her.

"Yeah. But we're superheros too," Jen said.

"Jen's right. Superheros don't just sit there and do nothing," Gwen said as they all shot their arms out and pressed their watches to turn into their hero forms and snuck out as their parents looked out to see the news.

_"If we're lucky, which we are, the Miraculous Team will be here and save the day as always. This is Nadja Chamack signing off."_

* * *

As they walked away, Marinette and Adrien, not noticing the Omni-Team running away, passed by a TV and saw the news of the fire going on.

"Oh no! Not the school!" Marinette said as she looked over.

"I don't know if any of the others will see this. But let's do it," Adrien said as they both ran into an alleyway and their kwamis flew out.

"Time to transform," they both said as they looked to each other and nodded.

"Tikki, _transforme moi!" _Marinette shouted as Tikki was sucked into one of her earrings and a surge of light enveloped her, transforming her form before our very eyes.

She now wore a red skintight bodysuit with a black collar and black spots. On her face, a red mask with five black spots in symmetrical design showed up, helping cover her face, and making it harder for one to identify her. The bands holding her hair changed into red ribbons, mirroring a ladybug's antennae. As a weapon, she had a red yo-yo with black spots that she had wrapped around her waist. She was Ladybug.

"Plagg, _transforme moi!" _Adrien shouted, a surge of light enveloping him as he looked out and shouted out, transforming into his hero form.

His clothes changed into a textured black skintight catsuit with metal details, matching gloves with claws on the fingertips and boots with a hidden wedge, silver toes, and paw-shaped treads. Around his neck a golden bell appeared, connected to a zipper on the front of his costume, and a long belt wrapped around his waist, which hanged out from the back like a tail. On top of his head, he was wearing black cat ears, as well as a black mask around his eyes. To complete the transformation, his eyes became cat-like with green sclera, dark green irises, and oblong pupils. As a weapon, his' was a metal staff. He was Chat Noir.

"Let's go save our school!" Ladybug said as she shot her yo-yo out, wrapping it around a building and swinging like Spider-Man, unaware of the group of heroes already heading towards the school.

* * *

The heroes, along with the other members of the Miraculous Team all ran towards the school as they grouped together on the top of the adjacent building to discuss their game plan for what was going on.

Alya's fox heroine form, Rena Rouge, had the tips of her hair white like a fox, while wearing it into a high ponytail. Her suit was orange, having a white front and black arms, legs and collar to resemble a fox's hide. Attached to her lower back she had an orange piece of fabric with a white tip, mirroring a fox's tail. Two orange fox ears with white insides and black tips appeared attached to the top of her head, as well as an orange mask with a white bottom half and a black dot above each eye. As a weapon, hers was an orange flute staff with white stripes.

Nino's hero form, Carapace, had his clothes were replaced by a green skintight suit, with a brown belt around his waist, and dark-green boots and a green hood over his head. On his back, he was wearing a protective turtle-shell. With his glasses gone, he was now wearing a green mask. As a weapon, his' was a pair of black and green tonfas with turtle-like motifs.

Chloe's heroine form, Queen Bee, had her hair back in a ponytail with black streaks running through like a bee, tied with a black hairband, with two black antennae-like ribbons sticking out from the hairband. Her suit was a yellow skintight suit with three black stripes on her torso and two on the upper thigh, with her upper rib cage covered in black. The sleeves of the costume were also black, ending in fingerless gloves. Her lower legs were also black, starting directly below the second stripe on her thigh. As a finishing touch, she wore a yellow and black mask. As a weapon, hers was a yellow and black trompo, with a white string.

Sabrina's heroine form, Louve Grise, had her suit consisting of a grey skintight catsuit with patches of white fur on her shoulders, elbow gloves and lower legs, as well as grey boots. Her elbow gloves had claws on their fingertips. Attached to her lower back she had a grey piece of fabric with a white tip, mirroring a wolf's tail. On top of her head, she was wearing grey wolf ears with white insides, as well as a grey mask with a white bottom half. And lie Adrien her eyes also changed, but in her case only in colour, from sea-green to golden. As a weapon, hers were two grey steel fans with wolf-like motifs.

Nathaniel's hero form, Panda Rogue's suit was a textured reddish-brown catsuit, with black elbow gloves and tall black boots with a white cuff and stripe. Attached to his lower back, he had a white and reddish-brown striped piece of fabric with a black tip, mirroring a red-panda's tail. On his wrists, he wore silver metal bracelets, as well as a black leather belt with a chain hanging from it on both sides. On top of his head, he was wearing red-panda ears with black tips, and a black mask with a white bottom half. As a weapon, his' was a black and red spear, which could turn into his magical pencil.

Mylene's heroine form, Forest Doe, was wearing a sleeveless greyish-brown spotted dress with white trimming on the sleeves, and a white front. She was also wearing black gloves and white spotted stockings with a pair of black Mary-Jane shoes. On top of her head, she had deerlike ears with white insides and grey tips and edges with her. Around her eyes, she wore a black mask. And instead of her usual dreadlock look, she wore hair now in two multicoloured pigtails. As a weapon, hers' was a brown and white bow, with matching arrows.

Rose's heroine form, Flamingo, wore pink skintight short sleeveless dress with white trimming around the strapples, pink short gloves that end halfway up her forearm and knee-high pink socks with black sandals. On her gloves and strapples she had small pink tufts of feathers, and around her eyes she wore a pink mask with a black bottom half. As a weapon, hers' was a walking stick with a flamingo head-shaped handle.

Juleka's heronie form, Corbeau Noire, wore was a black skintight suit with black feathers on her lower arms, as well as on her boots, which had purple toes. She wore her miraculous belt around her waist, and a black mask around her eyes. It was sleek, yet stylish. As a weapon, hers' was a beautiful antique hand-mirror with raven motifs.

Alix's heroine form, Dragonfly, had her hair normal but with a headband with two antennae-like points growing from it. Her suit was a green skintight textured long-sleeved full bodysuit with pink-lining along her joints with matching thigh-high boots and elbow fingerless gloves. She also wore a green mask around her eyes. Attached to her back was a small piece of fabric that mirrored a dragonfly's tail. As a weapon, hers' was a stylish green and pink frisbee.

Kim's hero form, Antelope, had a brown skintight suit with a white front, along with black fingerless gloves and black boots with brown toes. Attached to his back he had a white and black striped piece of fabric, mirroring an antelope's tail, while on his head he had a pair of pointy ears, as well as a pair of arch-like black horns. Like the others, he was wearing a mask around his eyes, his being brown. As a weapon, his' was a black and brown bat that he had strapped to his back.

Max's hero form, Arachnid, had on a purple skintight suit. Its sleeves were stamped with black spider-webs designs, while wearing leg wraps and black ankle-length ninja boots. Around his waist, he also wore a belt shaped like 4 intertwined spider legs. And to make sure no one recognized him, he wore a purple mask with three red dots above each eye. As for a weapon, his was a lasso that had the ability to extend itself to his carrier's will.

Ivan's hero form, Grizzly Bear, wore a golden-brown short-sleeved skintight suit, with a pale brown front and matching gloves. His boots were golden brown, mirroring a bear's foot. On his head, he had round bear-like ears, and a golden-brown mask, with a pale brown bottom. As for a weapon, his' were a pair of yellow metallic brass knuckles.

"Okay, so what's the plan, fearless leader?" Queen Bee asked Ladybug.

"Simple. Just get everyone out of there and then Queen Bee and Louve Grise can use their powers to put out the fire. Then I use the Ampulla Amulet and everything goes back to normal..."

"Uh, guys," Flamingo said as she pointed her cane outwards to see the crowd gathering in wonder outside of the school. "I think we may be a bit late."

Everyone looked over the edge to see six heroes running towards the school as the one in the cat suit leaped upwards onto a platform of pink energy and create platform after platform beneath their feet as the one in the ski-mask and black clothing, bursting through the door of the school as the rest of the heroes ran in and shouted out and ran forwards.

"More heroes?" Chat Noir asked, starting to twitch a little bit as he looked down.

"Not just any heroes," Rena Rouge said in awe. "The Omni-Team."

"No way am I letting some Americans show us up!" Kim said as he ran down to help.

"Right behind you!" Dragonfly said as she took to the air and flew down and one by one the Miraculous Team ran into the burning school as they filed into different rooms as they looked to see the heroes.

Matter Girl absorbed the metal from the door and burst through the door and shouted out as she took Mrs. Bustier in as Corbeau Noire manipulated the shadows to pry open the windows by her as Lucky Girl shouted out and created a mana slide downwards as the raven heroine flew by her.

"How's it going? I'm Corbeau Noire," she said.

"They call me Lucky Girl," she said with a smile as she ran on her mana platforms and created a mana slide down the other one as the camera positioned to Ladybug and Rena Rouge running side-by-side as Omni-Pink slammed the core of her Omnitrix down, transforming into Firefox in a flash of pink light and ran on all fours, looking around the schoolgrounds with a keen nose as Rena Rouge ran by her.

"Hey, no stealing my motif!" she joked as Firefox smiled. "If I didn't know better, I would say you were one of Hawk Moth's akumas and you caused this fire."

"Yeah, we Americans get that a lot," Firefox smirked as she took a couple of students in her arms and ran forwards, immune to the flames due to the nature of her powers and ran forwards as she smiled as Rena Rouge took a few teachers by the hand and ran out as well, swatting the doors down with her flute staff with a shout.

Omni-Green slammed his Omnitrix core down and transformed into...

"Big Chill!" he shouted, unfurling his wings and flying upwards, extinguishing part of the fire with his super cold breath as Queen Bee he witnessed Queen Bee using her top to use her cyclones to put out the fires by sucking the oxygen away and she looked to the large alien moth creature flying there and internally told herself not to freak out for looking lie an Akuma.

"What's up?" he asked, phasing through the building as the camera panned to Ladybug as she and Chat Noir burst through the door to see Huntress escorting them out the window as her sister created a mana slide to take them out.

"Hi," she said, looking to the two leaders. "He seems nice."

She then shouted out as she leaped downwards onto the slide herself as the rest of the team regrouped as Kevin turned to the others.

"Is that everybody?" he asked.

"Yeah, that's everyone," Firefox said as Big Chill flew up.

"Well, it better be!" he said as Queen Bee flew Louve Grise up beside him as they both turned to each other and nodded as the alien creature inhaled and unleashed a powerful sub-zero gust of wind outwards as Louve Grise reinforced it with her fans as she flew outwards, spinning around, completely extinguishing the fire.

As they landed and the Omni-Twins transformed back to their armored forms, the crowd instantly gathered and applauded the team effort as Ladybug smiled and took out the Ampulla Amulet that she activated and reversed time on the school, reversing all of the damage that the fire had caused as the teams separated as reporters instantly swarmed the... Omni-Team.

The Miraculous Team looked shocked as the new heroes were swarmed with the press as they were suddenly overwhelmed with questions as Omni-Pink put her hands up and silenced.

"Don't get too comfortable with us," she chuckled. "We're only here for a week before we go back home."

"But enjoy us while you have us," her brother said as some kids came up with autograph books and pens.

"Did we just get showed up?" Carapace asked.

"Hey! We helped too! This is our town, you know!" Queen Bee shouted.

"Yeah, QB. But they're probably just used to us at this point," Flamingo said. "Reporters are always hungry for new stories. They're definitely new to Paris."

"Yeah, but it sucks to have all of the attention hogged," Dragonfly said as she sighed.

As Lucky Girl and Omni-Pink looked over to the local heroes, a pain suddenly seared across their skulls, just like before. It felt somehow familiar to about an hour ago but then they shrugged as they continued signing autographs right next to the ones that the Miraculous Team had already signed not long ago.

As soon as they were done, the American heroes nodded to each other and began running off into the streets.

"Well, that's all, guys," Omni-Pink said as she and her brother slammed the Omnitrix cores down, transforming into Jetray and AeroForce before flying away from the group as Lucky Girl created several mana platforms beneath her feet and took her sister, running away.

Little did any of them know, a pair of green slitted eyes was staring at them from the bushes not too far.

"Oh, this is not good," he said to himself as he snuck over to a sewer grate and moved into the sewers. "I must tell the master."

He crawled downwards down the pipes and moved forwards down into a secret lair similar to the Lizard's from Spider-Man.

Inside, he revealed himself in from the shadows and revealed himself to his comrades. He was a humanoid lizard dressed in a leather jacket and pants and black army boots.

He looked and joined two other figures who bowed before the figure sitting on a throne before them. One was a woman in her young 20's with an otherworldly beauty to her. Her face was white, and she has orange circle markings around her eyes, along with orange lipstick. Her hair was now orange and was worn in a loose ponytail. Her clothes were turned into a magnificent black and red gypsy dress with matching sandals. The other was a man with long bright red hair in golden and black armour, which bore elements from numerous kinds of armours throughout History, such as Roman, Greek, Templar, among others, with a touch of futurism.

They stood before a tall and imposing figure with deep imposing icy blue eyes sitting on a throne with a cane in his hand. He was wearing a dark purple dress shirt with a black butterfly-shaped lapel on the center of the collar and black dress pants. His face and neck were covered by a silver mask.

"Reports, Reptile?" he asked as Reptile rubbed his claws together and gave out a deep sigh.

"You're not going to like this, Master Hawk Moth," he said. "There seems to be another superhero team in Paris this week."

"More superheroes? Has the Miraculous Team expanded?" the gypsy woman asked.

"I don't think so, Madame Romani. They don't seem to have any kind of discernible Miraculous on them. And the two leaders can shapeshift. And all of their forms have their own kinds of powers. It also appears ne of them has some kind of magical abilities and energy powers, two of them are super strong and can absorb any kind of material or energy and the final one is exceptional with many different weapons."

"I've heard of a team like that five years ago," said the warrior. "They were all the rage over in America. Then they disappeared and no one heard of them... until they made a resurgence a few months ago."

"Interesting, Brutus," Hawk Moth said as he approached his mirror pool in the center and looked into it. "Very interesting indeed..."

* * *

Meanwhile, the Miraculous Team in their civilian forms were meeting in the park with their kwamis floating by them.

"I can't believe this!" Marinette said. "The Omni-Team are in Paris!"

"Just for the week though, Mari," Adrien said.

"Still, this is a great opportunity for you," Muria said, flying by.

"Muria's right," Pollen said. "Hawk Moth has never been able to defeat you guys with 14. With 20, you'll be unstoppable!"

"But like Adrien said, we only have this opportunity for a week," Nino said. "And our ideals are obviously the same: protecting the world at all costs."

"Do you think we should tell them who we are?" Chloe asked as the kwamis all gasped.

"You guys agreed that you would only reveal the secret in absolutely dire situations," Mika said.

"Chloe's got a point. Hawk Moth is going to attack them since they're a threat to his conquest too. I think that this qualifies as a dire situation," Alya said as the others nodded.

Then Marinette stood up on the table they gathered by and cleared her throat.

"Then as the leader of the team, I say we put it to a vote. Secretly."

"Okay, Marinette," Flint said. "What do you have in mind?"

"We each write down "Yes" or "No" on a slip of paper tonight. No one is going to know who voted what ahead of time. Tomorrow at school, everyone gives the votes to me and then, if the vote is unanimously "Yes", then we show the Omni-Team who we are and then I think they'll do the same for us. Then, we take them to the Garden of the Ancients, Master Fu tells them all about Hawk Moth and the Miraculous Order. Then, once Hawk Moth attacks, the 20 of us are going to kick akuma butt."

"But how do you know that Hawk Moth is even going to attack?" Tikki asked.

"Are you kidding? With the opportunity presenting itself to take out not one, but _two _superhero teams like this, there's no way he's going to be able to resist," Max said, pushing his glasses up.

"Is everybody okay with the plan?" Marinette asked.

"You know I can't say no to you," Adrien said.

"Of course, BFF," Alya smiled.

"Ditto," Nino said.

"Definitely one of your best," Chloe said with a smile.

"If Chloe's voting then so am I," Sabrina said.

"I think we need to team up with them. Done," Max said.

"We can trust them," Rose said.

"Definitely. After all the great things they've done in the United States, I'm sure they'll be great Keepers of the Secret," Juleka said.

"Done," Nathaniel said with a cross of his arms.

"I'm voting," Ivan said.

"Me too," Mylene said.

"Me three," Alix said.

"Fine," Kim said.

"It's decided then," Marinette said. "We'll vote on whether or not these guys deserve to know the secret."

"See you tomorrow then," Adrien said, planting a kiss on his girlfriend's cheek before they walked off, the couples holding hands all the way as Tikki looked unsurely at Marinette.

"Are you sure about this?"

"I'm sure. They're superheroes too," Marinette said. "They want their secret identities to be kept as much as we do. If there's anybody that we can trust with our secret, it's definitely them."

"I hope you're right about this," Tikki said as Marinette picked up her bag and walked away from the park back to the Patisserie.

* * *

Back in the Levin's room in the hotel, the team was meeting with each other as Jen sighed in content as she saw Emma watching the recent on the TV, recalling the recent events at the school and the two teams of superheroes teaming up to save the day.

"I love the Omni-Team," she said. "But the Miraculous Team is amazing too. I would sure love to meet them someday."

"You don't know the half of it," Becky said as Allison sighed from her bed, doing her sit-ups.

"Why are we babysitting her again?" Kevin asked as he read his brochure of Paris.

"Because Mom and Dad are going out to dinner tonight and Emma needs a babysitter," Ben said as Jen stood up and walked over.

"Guys? Could I speak with you? Alone?" she asked, rubbing her little sister's head playfully.

"Sure, Jen," Gwen said as they moved forwards to the kitchen out of earshot of Emma and started talking.

"Call me crazy, but I think that I _may_ know just who the Omni-Team are," she said.

"You think so? How?" Ben asked his twin as Gwen sighed.

"No, I felt it too. Being Anodites, we're drawn to magic like a moth to a flame," Gwen explained.

"And we felt some kind of magic energy radiating from that girl Marinette and her friends when we first met her," Jen said. "And then we felt that same energy from Ladybug and her team."

"You think that Marinette and her friends are the Miraculous Team?" Becky asked.

"Yeah, we're pretty sure," Gwen said as Allison and Kevin sighed.

"Okay, let's say that you're right," Kevin said. "If we reveal ourselves to them, how will we know that they'll do the same?"

"Yeah. Their secret identities do seem as important to them as they are to us," Allison sighed as they looked to Ben.

"I think they'll be able to trust us. We share the same ideals and if this Hawk Moth guy attacks while we're here-"

"Which I'm confident that punk will," Kevin interrupted.

"Then there's an inevitability that the 20 of us have to team up to take that guy down," Jen finished as she smiled. "They'll have to know they can trust us for sure. What better way than revealing our identities like we did with the L-Crew five years ago?"

"You'd better be right about this," Becky sighed as they walked back to Emma, who was now watching the cartoon based on the Miraculous Team made by famous French animator Thomas Austruc.

"Hey, have we ever let you down?" Ben asked.

"Yes," Gwen said.

"I'll pretend I didn't hear that," Jen sighed as she sat down on the couch in the room and sighed.

* * *

**To be continued...**


	17. A Miraculous Team-Up: Part 2

The next day in Paris after class with Ms. Bustier, the group had all gathered by Marinette's desk as the team's kwamis all flew out of their respected hiding places as Marinette stood by with her hands clasped and a smile on her face.

"So?" she asked. "Everyone got the votes?"

The thirteen others all smiled as they reached into their bags and pulled out a small slip of paper with a smile and passed them to her and Marinette pulled her own out and smiled as she looked at the others nervously.

"Remember. This is a blind vote to prevent any sort of bribery or influence," Marinette said. "There's a reason I asked you all to take your picks separately. None of you is going to know who voted what unless the vote is unanimous. And it must be unanimously 'yes' for us to reveal our secret to the Omni-Team."

"What are you waiting for then?" Alya asked her best friend. "Tally the votes."

The kwamis looked on nervously as Marinette unfolded each one of the papers and sighed.

"Yes," she said, tossing the papers away. "Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes. Yes."

"That's thirteen 'Yes' votes," Adrien said. "All we need is one more and then we have six more Keepers of the Secret."

"I should add that I saved my vote for last," Marinette said as she slowly (on purpose for dramatic effect) unfolded the paper and then showed it to the group.

"Well of course I voted 'Yes,'" Marinette said. "I'm a fan of theirs too."

"Alright," Plagg said. "You guys did make a deal. It was voted 'Yes.' Now you have to live up to it."

"Those guys going to be trustworthy, guys," Sabrina said to the group. "Like Marinette said. If there's anybody that we can trust with the secret, it would be other superheroes."

"But how are we going to find them? We only have six days," Alix said.

"Simple? We wait for them," Max said.

"Wait for them?" Ivan asked. "Why would we do that?"

"Come on, Ivan. It's obvious from what happened yesterday that they're going to be looking for us too. It's not like we're going to be fighting the Collector again," Juleka said, brushing her hair out from her face.

"Don't remind us," Kim said, remembering the brutal experience with said psychopath.

"I still have the bruises," Chloe said with a groan.

"Sorry."

"Still, Juleka's got a point," Rose said, tracing her finger on the desk. "And I'm not just saying that because she's my girlfriend. These guys might not be from our neck of the woods, but they're still heroes."

"I've heard great things about them," Alya said. "Hawk Moth is one of the biggest threats that this planet has ever known. If we can do as well as we have against his forces without any help, just imagine how we'll be against him _with _it."

"We'd be almost unstoppable," Nathaniel realized.

"What do you say guys? Tonight at midnight?" Marinette asked, putting her hand in.

"Tonight at midnight," Adrien said with a smile as the rest put their hands into the pile one by one.

"Miraculous Team!" they all shouted, breaking the pile and throwing their hands up before they all walked to the door.

"Oh, and don't forget, guys. My birthday cotillion is in three days," Chloe said. "Marinette, I specifically asked my daddy to let _you_ design my dress to begin with. You're ready with them, right?"

"Not quite. I need another day," Marinette said. "But trust me, it's going to be my best work since Fashion Week."

"Eee! I don't know why I ever picked on you when we were little," Chloe said with a proud smile. "You're an amazing friend."

"And you are too for inviting all of us to your birthday."

"Oh, stop it!" Chloe smiled as she walked off as Pollen looked up from her purse.

"You are a great friend, Chloe."

"I'm just trying my best to be anything but what I was a few years ago," she said to her kwami, her pride and joy.

Ever since she briefly lost her to the Collector, their bond had grown even closer than before. Chloe barely let her out of her sight at this point so that nothing bad would ever happen to her again. Ironic given that she's been deathly afraid of bees almost her entire life. But Pollen was different. And at this point, she was willing to start to consider Chloe her favorite holder she's ever had in her immortal life.

"Your friends know that you're not. And so do I," Pollen said.

* * *

Later on, the Omni-Team were sitting at a restaurant with a sigh as they ate at their lunch as Jen bit into her croque monsieur sandwich.

"Oh, that's good!" she said to herself, hearts forming in her eyes as she looked to Allison and smiled and at her duck a l'orange with a contented smile.

"France really does have the best cuisine in the world," she said, moaning in content as Kevin snapped his fingers.

"Ladies! Yes, the food is out of this world. No doubt. But can't we focus on what's really important. Like the Miraculous Team?"

"Kevin's right," Ben said. "From what the city's told us since we've been here, these kids have been doing this for about a year now. We've got four years on them in terms of experience and they're already as good as us."

"Those jewels they have must be spectacular for them to pull that kind of stuff they've done," Becky said, tasting her fondue. "If we were fighting, I think that we could probably take them, but _man_ it would be a close one."

"Now... on to who they are..." Gwen said with a raise of her eye to her Anodite cousin.

"Yes. I'm 99.9% sure that those guys we met yesterday are part of the team," Jen said with a smile.

"We'll find out for sure tonight," Ben said. "We're all agreed, right?"

"We go out to find them, reveal our secrets to each other, right?" Allison asked.

"Right." Becky said. "We're heroes. Heroes have to stick together."

"Of course," Jen said. "Mom and Dad are going to be in that meeting for the majority of this vacation. They said to do what we want as long as it's reasonable. This is the fate of the world here, I'd say that's reasonable enough. We're not going to be interrupting anything. Our secret is going to be perfectly intact. Even after we reveal ourselves to the Miraculous Team."

"This Hawk Moth guy is definitely bad news. When do we leave to meet them?" Kevin asked.

"Tonight at midnight," Ben said. "Almost everyone in the city is going to be asleep then. If you're a superhero like we or they are, it's the perfect time to do patrol. But how are we going to find them?"

"We're not," Gwen said with a smile and crossed arms. "_They're _going to find _us_."

"Gwen's right," Allison said. "The best way to find someone is to let them find you. If you look at this logically, whoever they are, they're probably having the same conversation that we're having right now. And where's the first thing they would think to look?"

Six pairs of eyes then looked outwards towards the Eiffel Tower and then smiled to each other and nodded in wordless agreement.

* * *

That night when the clock struck 11:45 that the Omni-Team looked up in their PJs and looked at the clock in their respective rooms as they silently snuck out and went into Ben and Jen's room where they looked to see Emma sleeping softly in the bed she shared with her older sister as Jen smiled and looked to them.

"It's time."

"You're darn right it is, sis," Ben said as they opened the window and looked to see the City of Lights/Love glowing brightly in the night, all the lights on as they smiled and moved to the balcony as Kevin pulled his ski-mask on with a smile.

"Let's do this," he said as the original five members all put their wrists in as they smiled.

"It's Hero Time!" they all said as they each pressed their watches and transformed into their super suits with a smile as they moved out to the balcony.

"Miraculous Team, here we come," Matter Girl said as they all leaped out the second floor balcony as Ben and Jen transformed into Jetray and AeroForce, flying through the sky as Lucky Girl moved beside them on a mana hoverboard with Huntress running beside them.

Matter Girl and Kevin both ran towards the Eiffel Tower down below as they moved forwards as Kevin stopped and panted to catch his breath with a sigh.

"Man. I wish I had my car right now," he said.

"We didn't take a boat to Paris, bro," Matter Girl said. "You don't think I feel the same way about my bike, do you?"

"Point proven."

They then ran to the tower, not losing sight of the pink energy above them.

* * *

Meanwhile, Marinette's alarm clock rang and she looked outwards to the City of Lights and smiled to Tikki as she floated up from the bed.

"Is it time to show yourselves to the Omni-Team?" the ladybug kwami asked as Marinette smiled.

"You know me so well," Marinette said, cupping her hands to her cheek before getting her game face on. "Tikki, _transforme moi!"_

And with that, Marinette was gone and Ladybug stood in her place as she looked outwards and leaped out her window, swinging her yo-yo around the buildings and swinging from them while she turned her head to see the rest of the team either flying and carrying their comrades or jumping across the rooftops, Dragonfly and Antelope moving faster than the others as usual.

"Ready for this, guys?!" she shouted.

"We have to be!" Chat Noir said over the noise of the cars as they moved in to the Eiffel Tower.

"I just hope that they are too," Corbeau Noire said to herself as down below, Kevin and Matter Girl entered the elevator and it moved upwards to the floor of the balcony.

"Seriously, what kind of superheroes take the elevator?" Matter Girl asked.

Above, AeroForce and Jetray landed on the balcony and transformed back into the two armored heroes as Lucky Girl touched down on the balcony with her sister by her side and finally, the elevator dinged as Matter Girl moved out and Kevin stood, panting heavily, not used to running that long without his car.

"Now we wait," Omni-Pink asked.

"We won't have to wait long," Omni-Green said as he moved back and pointed outwards to the other side of the tower. "Take a look."

They witnessed all 14 members of the Omni-Team swinging, flying, leaping, whatever.

"Great minds think alive, I guess," Huntress shrugged as they looked outwards to see the animal-themed heroes land on the balcony in front of them, getting out of the three-point stance they landed in as they moved inwards as the two sets of leaders smiled at each other. **(A/N: The visors in the Omni-Twins helmets don't hide their faces. Think along the lines of the suits in Voltron)**

"Miraculous Team," Omni-Green smiled.

"Omni-Team," Ladybug said as she moved forwards and smiled, winking to her boyfriend. "In our country, we say hello like this."

She then smiled as she kissed Omni-Green on both cheeks of his helmet.

"We've been expecting you," Lucky Girl said with a smile, crossing her arms. "What better place to meet than this city's most famous landmark. It's one of the Seven Wonders of the World, after all."

"Actually, that list is rather-"

"Shut up, Arachnid," Antelope whispered.

"Shutting up now. Not going to ruin the moment," he said, shrugging.

"So, why are you guys here?" Chat Noir asked as Flamingo smiled and crossed her arms, raising her eyes.

"We _could_ tell you," Huntress said with a smirk as Omni-Pink smiled.

"But I think it's better if we just _show _you," she said as the team one by one transformed back into their human forms, still in their pajamas as the Miraculous Team looked back and smiled.

"Allow us to introduce ourselves," Ben said. "Ben Tennyson."

"And I'm his twin sister Jen Tennyson," Jen said with a theatrical bow.

"And we're their cousins Gwen Tennyson-"

"And Rebecca Tennyson. But call me Becky."

"And we're their best friends Kevin-"

"-and Allison Levin. My friends call me Ally."

"Well, ain't this a coincidence," Louve Grise said with a smile as she brushed her boot against the metallic floor of the tower and raised one amber eye.

"What are you talking about?" Gwen asked.

"Power down," they all said simultaneously as the kwamis flew out from their Miraculous and smiled towards their kids.

"EEE!" Jen squealed as she admired the 14 kwamis like she was a 3 year old. "So adorable!"

"Hey! Watch it!" Mika shouted as Jen cuddled him to her cheek as he flew backwards and rubbed his tail. "I'm not cute! I'm a mighty warrior who's existed for centuries!"

"Now you know how I feel with Alya's demon-spawn sisters," Trixx sighed.

"Don't talk about Ella and Etta like that!" Alya said.

"Wait, we know you!" Allison said. "You're the ones we met at the hotel yesterday."

"Sure are," Chloe said. "I know you met a few of us yesterday, but let us introduce ourselves as a refresher."

"My name is Marinette Dupain-Cheng. This is Tikki."

"Adrien Agreste and Plagg."

"Alya Cesaire. And my beloved kwami Trixx."

"Nino Lahiffe and my little buddy Wayzz."

"Chloe Bourgeois and my pride and joy kwami Pollen."

"Sabrina Raincomprix. And this is Mika."

"Nathaniel Kurtzberg and Mulan.

"Don't confuse me for the Disney movie, please," the red panda kwami begged.

"Rose Lavillant and this little guy is Flint."

"Juleka Couffaine and Tamara."

"Mylene Haprele and this little guy is Pin."

"Le Chien Kim. But just call me Kim and this is Imp."

"Max Kante. And this is Ari."

"Alix Kubdel. This is Daria."

"And I'm Ivan Bruel. This is Muria."

"Nice to meet you all," Tikki said to them as Becky rubbed her head.

"Warriors or not, they sure are cute," Becky chuckled to herself.

"Oh man," Allison said as she looked to Alya. "I fought a superhero's sister."

"Wasn't your fault, Ally," Alya said. "Just your career."

"_That's _what felt off about you!" Trixx said to Allison. "You have superpowers! And you don't even need a Miraculous to use them!"

"The proper term for what me and my brother are is 'Osmosian.'"

"These kwamis as you call them are cute and all," Gwen said as she pet Pollen. "But just what are they?"

"Actually, there's someone we know who can tell you better than we ever could." She then turned to her teammates and they all nodded in wordless agreement. "Follow us. Tikki, _transforme moi!"_

"Plagg, _transforme moi!"_

"Trixx, _transforme moi!"_

"Wayzz, _transforme moi!"_

"Pollen, _transforme moi!"_

"Mika, _transforme moi!"_

"Mulan, _transforme moi!"_

"Flint, _transforme moi!"_

"Tamara, _transforme moi!"  
_

"Pin, _transforme moi!"_

"Imp, _transforme moi!"_

"Ari, _transforme moi!"_

"Daria, _transforme moi!"_

"Muria, _transforme moi!"_

The 14 then transformed back into their hero forms and leaped/flew/swung in a specific direction each as the Omni-Team looked back to each other before transforming back as the twins transformed into Big Chill and Jetray respectively and flew after them as they flew through the city, catching the attention of nighttime onlookers who took pictures of them with their phones and a kid smiled at this.

"Wait until the Miraculous Blog gets this!"

The team then landed at a house in the area as the two teenage superhero teams **(say that three times fast)** transformed back and Marinette sighed as she knocked on the door.

"Hide before we reveal you!"

The Omni-Team members gasped before they hid parallel to the wall as an old Chinese man with a goatee and wearing a Hawaiian shirt which looked very similar to the Tennyson's late grandfather, opened the door and smiled.

"Hello, Marinette," he said to the group.

"Master Fu," Marinette said as her friends followed behind her.

"What brings you to my place at this hour?" he asked as the Miraculous Team all looked upon each other and gave a cringe.

"_Well..." _Chloe said. "We _may _have broken the rule and told some people about our secret."

"But we did it with good reason!" Alix said.

"Oh?" Master Fu asked. "And what is that reason?"

"You can come out now," Kim said to the six American heroes as they looked to each other and walked out to the old man, revealing himself.

"How are you doing, sir?" Ben asked.

"Master," Adrien said. "This is Ben, Jen, Gwen, and Becky Tennyson and Kevin and Allison Levin. They're the Omni-Team, another group of superheroes from America."

"They're not like other humans like us. They have superpowers," Sabrina said.

"And we don't need some pretty jewels to use them," Allison said as she touched the wall and coated her arm in the brick material with a smile before dissolving it.

"This is unbelievable," Master Fu said as Gwen walked up and generated a field of mana around her hand. "How do you accomplish such powers?"

"You really want to know?" Becky asked as Master Fu nodded. "We'll tell you if you tell us all about Hawk Moth and these Miraculouses."

"Very well," Master Fu said. "To the Garden of the Ancients."

The group then walked deeper into his house before arriving at the dojo with a look as Nino nudged Ben with a smile.

"This is the cool part."

"I thought that you transforming into animal-themed superheroes was the cool part," Ben whispered.

"There can be more than one cool part, you know," Rose said with a giggle as Master Fu reached out into a closet and pulled out a crystal ball on a stand with two golden dragon figurines with ruby eyes and emerald teeth. He set it down in the center of the circle as the 20 teens stood around it.

"If I were you, I would close my eyes."

The group closed their eyes, the Omni-Team obviously not prepared for what was about to happen next.

The crystal ball suddenly glowed a brilliant light and the light engulfed the entire assembled party and the next thing they knew, they were standing there in a Japanese-like garden.

In said garden, there were all kinds of flowers; some of them more exotic like hibiscus, lotus, jasmines and orchids, and some of them more common like daisies, chrysanthemums, roses and peonies. Their sweet scent made those who smelled it remember about memories of a warm spring afternoon, or maybe a hot summer's day. There were several ponds and in all of them, there were many kinds of koi fish and frogs, playfully swimming in the clear crystal waters, while chasing after some colorful dragonflies. Bamboo trees, as well as pines, and cherry trees in blossom could be seen throughout the garden, gracefully embellishing it. There were also several ancient statues, all of them of men and women in several fighting positions, all of them different and unique. The way they had been sculpted made them look as if they were alive. There was a gentle perfumed breeze in the air, which contributed to give that place an almost mystical feeling. To make that place look even more surreal, at the top of the garden was a huge and imposing Japanese style castle, and furthermore, it was high-noon, with the Sun up in the air.

"Omni-Team," Adrien said with a smile. "Welcome to the Garden of the Ancients."

"Wow," Jen said as she looked at the flowers. "It's beautiful."

"We know it is," Rose said. "We come here all the time. You could call it our headquarters as the Miraculous Team."

"With that kind of transport system, no one would ever be able to find it unless they found out your secret like us," Becky said.

"Exactly," Mylene said.

"With the exceptions of you six and Master Fu, there's only one other person that knows our secret," Alya said.

"And that's the little girl who I babysit, Manon Chamack," Marinette said. "She was able to put the pieces together pretty easily actually."

"Master Fu, was it?" Gwen asked. "We would like to know all about Hawk Moth and the Miraculouses... and kwamis."

"You start," Master Fu said. "I would like to know about you guys... inside."

"Okay, Old Chinese Guy," Kevin said as his sister slapped him. "Ow!"

"Call him by his actual name, Kevin," she said. "Show some respect."

"He's over a century old, you know," Rose said in agreement.

"Really?"

"Oh yeah," Alix said. "We forgot to mention that. Having a Miraculous also comes with side effects on our own bodies as humans. It makes us stronger, smarter, and it also expands our life spans, so we'll live much longer than the average human."

"That sounds awesome... to an extent," Becky said, remembering the Fountain of Youth incident five years ago.

They all then walked into the castle overhead.

"This is the Guang Baohu Temple, or Temple of Protective Light," Master Fu said as everyone turned to the giant hourglass giving off a green glow. "And this is the Ampulla Hourglass."

"When I fixed all the damage done to the school the other day, what I used was the Ampulla Amulet," Marinette said as she held out her hand and summoned the green hourglass Amulet to her hand. "It can reverse time so that all of the damages to the city that were inflicted can be undone in an instant."

"That's pretty cool," Becky said.

"This hourglass can make time in here go faster or slower than it does in the real world. Since this explanation between us could take awhile, we need time to go slower in here," Nathaniel said.

Master Fu summoned 20 seats and then walked off and came back with a large book with ancient Chinese writing and the pictures of the Miraculous animals on the cover.

Everyone sat in the seats as Master Fu set the book down.

"This is the ancient Book of Prophecies," he said. "It can tell certain aspects of the past or the future."

"Just like our names appeared next to the Miraculous' pictures when it came time," Sabrina said.

"But before we tell you our history, you tell us yours," Max said.

"Well, where do we start?" Jen asked her brother, cousins and friends.

"The beginning," Ben said. "It all started five years ago on summer vacation. We were on a road trip with Gwen here and our Grandpa Max. By the way, Master Fu, he had the exact same shirt."

"What a coincidence," the old man chuckled.

"Anyway," Gwen said. "Ben and I got into a huge fight and then he ran off into the woods and Jen ran after him to see if he was okay."

"And then, we see what we thought was a comet soaring through the air... and it crashes down right in front of us!" Jen said. "But it was actually a pod containing these."

She and her brother stuck their left arms out and showed their Omnitrixes.

"Those watches fell from the sky?" Kim asked.

"These are no watches," Ben said. "They're the two most powerful devices in the universe. Technology that utilizes alien DNA and transforms the users into several different alien life forms."

"What?" Ivan asked.

"Oh yeah. Aliens exist," Jen said. "The stuff we fought was not a hoax that some have thought. They are 100% real. We've seen them."

"And in New York, they met us and I used them for my own needs and my sister teamed up with them to stop me," Kevin said.

"They banished him to the Null Void. It's another dimension that works as an alien jail. The lowest of the low get sent there with almost no hope for escape," Allison said.

"And that's where I escaped and joined them on the road trip," Becky said. "An alien criminal sent me to the Null Void as revenge on our grandpa for locking him up there since he couldn't find him. I survived by hunting aliens and that's where I got my skills in weaponry and martial arts."

"Your grandfather?" Chloe asked.

"It would turn out that Grandpa Max was actually a member of an alien police force called the Plumbers," Jen said. "Nice name, I know."

"That makes no sense," Rose said.

"Yeah," Max said. "If there was a government police force that fought aliens, we would've heard about it by now."

"There's a good reason why you haven't," Gwen said. "They technically don't exist by all known governments. No one on the planet who is not involved with them know that they exist... until now anyway."

"And what about your powers, Gwen?" Juleka asked.

"Oh yeah. I came across this magician named Hex and thanks to this warrior from another dimension, I managed to get the powers of the mystic Charms of Bezel."

She then rolled up her sleeve to reveal her tattoos of said Charms, earning 'ooh's' and 'aah's' from everyone in the room.

"They symbolize Fire, Levitation, Reincarnation, Telekinesis and, my favorite, Luck. And the Keystone amplifies my physical abilities by tenfold. And me and Jen also got this powerful spellbook that we duplicated that made us prodigies in magic."

"As it turns out, magic itself wasn't the source of our powers," Jen said. "It was our bloodline."

"Bloodline?" Imp asked.

"Oh yeah. Jen and Gwen are actually not completely human," Becky said.

"We recently discovered that our grandmother is actually an Anodite," Ben said. "Anodites are free-spirited beings made of pure energy with control over mana or life energy. When our grandpa died, she came to visit their old hideout and that's when we met."

"And she's been training us ever since."

"What about Kevin and Allison?"

"Allow me," Allison said. "As I said outside, we're known as Osmosians. Osmosians are humans with a unique genetic component in their DNA, which grants them special abilities. Almost none of our people are two of a kind unless they're directly related."

"Our power is absorption," Kevin said. "The two of us can touch any kind of substance and turn our bodies into that substance before dissolving it."

"We can also absorb energy from any source as well, only we have more trouble controlling it when we do."

"You guys are awesome!" Nino said to them.

"Totally true. But we're only as good as our team," Jen said as the six all stood by each other with a smile. "Now you guys can explain that."

"Leave that to me," Master Fu said as he gestured to the Book of Prophecies.

"We didn't choose the Miraculouses," Marinette said. "The Miraculouses chose us."

"This all started 5,000 years ago," Master Fu began. "The Miraculous jewels, like the Book of Prophecies, was created by a powerful wizard named Yao Lin."

"I've heard glimpses of him in my research in magic. Nothing much but I heard passings of him," Gwen said.

"What he did was mostly secret from the outside world," Mylene explained.

"Yao Lin was so powerful He was a wizard so powerful that there was no one else like him in the history of Ancient China."

"Yeah, but there were others like him in India," Gwen muttered.

"In his life, he had gained control over several kinds of magic, most of which were discovered by him and him alone. But, aside from being a wizard, he was also a very illuminated man, who saw that the world was not as idyllic as it should be. He traveled all over China and saw just how the poor and weak were oppressed by those who held the power. He felt that there was no justice in that and that every being should be equal."

"As do we," Ben said. "Though it's kind of hard for that."

"Of course, such thoughts were utopic and he knew that mankind was far from reaching a point, where everyone would be equal. But, that did not prevent him from finding a way to balance things," Master Fu said.

"Yao Lin believed that the strong could protect the weak and to do that, he consulted many of the scrolls in his library for an answer for how that could be achieved," Marinette said.

"The Miraculouses,' Allison said.

"Indeed. He found a powerful spell which enabled one to capture the spiritual essence of an animal, and lock it inside an object, which could then be harnessed by a user. But to do that, he would have to find the spiritual essences of certain animals, or just animal spirits, and those were spread all over the globe," Nino said.

"He managed to find 14 worthy spirits," Adrien said.

"As you can imagine, this would have been impossible to accomplish, if Yao Lin had not been such a powerful wizard. Using his magical knowledge, he created an amulet which enabled him to teleport himself to where the animal spirits were. Some of them were in China, others in Africa, Europe and even your home of America. Still, he managed to capture all 14, and he confined each one of them in a different object, a miraculous, which could then be used by those who were chosen by the animal spirits, as worthy of their power."

"And those objects are on your persons right now," Becky surmised.

"Duh," Alya said. "We never take them off."

"We're nothing without these guys," Sabrina said as she tickled Mika's chin with a smile.

"We have a good friend who told us something about these," Jen said. "She said that if we're nothing without the Omitrixes, then we shouldn't have them."

"The spirit animals inside the miraculouses chose those who they feel are worthy of their power. And by using these miraculouses, they became mighty warriors who fought against injustice wherever it may have existed and fight powerful evils. The more powerful that evil was, the more miraculouses would be called to action," Alix stated.

"And Hawk Moth is the biggest evil you have faced, which is why all of them were activated."

"Correct, Kevin," Kim said. "It's only ever happened two other times."

"And both of those times were when Hawk Moth resurfaced," Becky realized.

"You have very vivid imaginations, kids," Master Fu chuckled. "That can be a dangerous thing."

"It comes with the territory of being a superhero," Jen said.

"We have five years on you and every time we go into battle, we're just as nervous as the first day we put these on," Ben said.

"Now, back to Hawk Moth," Gwen said, crossing her legs. "Who is he?"

"Ah, yes. Hawk Moth. How did he come to be? Yao Lin created the miraculouses to protect and defend the people, and those who were chosen to be their holders did indeed uphold their mission. The initial holders carried the miraculous with honor and pride, always bearing in mind the ideals that Yao Lin professed since the day he passed them on. But as time went by, like all people, Yao Lin grew old, and though he had used his magic to extend his own life, he knew that he would eventually die. That meant that he needed someone to pass on his knowledge… an heir, or an apprentice if you prefer. And he found one, in a young man named Lee Zhou."

"Am I correct to assume that he betrayed him?" Kevin asked with a glare.

"You're one to talk," Becky muttered. "Evil isn't born, Kevin. It's made."

"Rebecca is correct," Master Fu said. "Lee Zhou wasn't always the wicked man you know and hate. He was born into a family of five. His parents were humble farmers, who lived off the land. Being the oldest, he took care of his brothers. Of course, things did not stay that way for long. One winter, death claimed the lives of his mother and his brothers. After that, his father started to drink to appease the constant pain of losing his wife and children, and when drunk, he used to beat up his only remaining son, sometimes because he believed that he had done something wrong, others, just because he felt like it. The poor young man became a prisoner of cruelty in its bitterest form. Eventually, his father also died and he saw himself alone in the world. The now street rat became a pickpocket in order to survive, until one day, when he had the misfortune of stealing the wallet of a stranger."

Allison sighed as she hung her head down, her lovely raven locks dangling down in front of her face, this story resonating with her and her brother the most.

"I know the feeling. Me and Kevin here lost our dad at an early age," Allison said. "We were homeless and lived in the abandoned subways in New York until these guys came along. He stole as well while I worked all the jobs I could to get money."

"The stranger that he stole from had to have been this Yao Lin guy, didn't he?" Ben asked.

"Correct. When Lee Zhou stole his wallet, and saw that it was empty, he cursed his luck, for he had not eaten in many days and was certain that he would starve to death. That's when Yao Lin shows up, and Lee Zhou, thinking that he was mad at him for stealing his wallet, tried to run away. But Yao Lin instead, talked with him and asked him if he would join him for supper. And at said supper, he explained everything that I just finished telling you. Who he was, where he had come from, how he ended up on the streets, everything. And the more he heard, the more pity he felt for him, not only because he sympathized with him, but because he could see that he was quite smart; smarter than most people he had met over the years. He believed that one would not rise to its full potential, if not given the opportunity. With that in mind, he decided to make him his apprentice."

"That was the biggest mistake that he had ever made in his life," Jen surmised.

"Yao Lin did not know it at the time, but you are right," Ivan said.

ven the opportunity. With that in mind, he decided to make him his apprentice."

"Lee was a quick learner, and soon, Yao Lin felt that he had found the one who would succeed him. He taught him just about everything he could, happy to know that his knowledge would survive him and would be passed onto a newer generation after he was gone." Master Fu went on. "But, as you predicted, things did not go as Yao Lin expected them. When it came the time for Lee Zhou to know about the miraculouses and their kwamis, Yao Lin taught him how one was chosen by them to use its power for good, while respecting the rules of its use. At first, the young man assimilated the knowledge, without questioning his master. But, later, as he studied the subject, he began questioning his master's teachings, asking him why could not the miraculouses be used to wage on war against those who treated the weak badly, or exact a revenge. But most of all, he asked, why should the holders of such amazing power worry themselves in fighting for people who never cared about them in the first place. He began to believe that being the strongest, they should be the ones ruling, ensuring that justice was uphold by everyone, forcing their will. Yao Lin, of course, dismissed these questions, as being questions done by someone who was still young and who would eventually attend a higher comprehension of his teachings."

"I don't know how experienced you French are with that kind of stuff," Ben said. "But we Americans are stubborn enough to know that that kind of stuff never happens, even at that age."

"Indeed. Lee Zhou kept questioning his master, and soon became arrogant, believing Yao Lin could not teach him anything else. But he himself, believed that he had something to teach his master. He would take one of the miraculous and use it to prove that he was right, when saying that a miraculous holder could use its power to enforce its will, and thus, establish justice. One night, when he thought that his master was asleep, we went to the room where the Book of Prophecies and the Miraculous were, with the sole intent of claiming one of the miraculous for himself."

"How?" Kevin asked. "We already established that the animal spirits decide who is worthy to hold the miraculouses."

"Well, he thought he had found a spell that would enable him to write his name on one of the miraculous pages. From the ones that were not activated, he decided that he was going to claim the Raven miraculous. But, when he opened the Book of Prophecies to write down his name, he was surprised to see a page with an illustration of himself being caught by Yao Lin. Obviously, he did not care for it. Flipping the pages, he found the one he needed. Casting the spell, he was about to write down his name on the page, when the door opened and Yao Lin caught him on the act. Asking him what he was doing, Lee Zhou answered back, by attacking his master. A fierce fight broke out, destroying numerous things in the old wu's house, but in the end, Yao Lin was victorious."

"And then, Yao Lin faced a terrible dilemma. Should he kill his apprentice, or should he spare his life? For attempting to both steal a miraculous and defile the Book of Prophecies with dark magic, along with attempting to murder him, Lee Zhou should be killed. But, if he did that, Yao Lin would betray his own teachings. Instead, he decided to banish him, ordering him to never return to that place. But Lee Zhou swore revenge, and told Yao Lin that he would come back one day, to finish what he had started."

"I think he should've killed him," Allison said.

"Agreed," Jen said, crossing her arms.

"How could you say that?" Rose asked. "You're superheroes too."

"True," Gwen said. "But as Americans, our morals tend to be different from yours."

"We don't personally like killing ourselves, but we look at our jobs like our country's soldiers," Ben said. "You don't think about right or wrong. You just do what you have to. And if that means you have to kill someone's life to save several others, then so be it."

"They're not necessarily wrong," Marinette admitted. "All of this could've been avoided had Yao Lin just done the deed."

"Yao Lin did indeed swear his revenge. But he knew that his former master was still too powerful for him to have a chance to defeat him, even at his advanced age. So, he withdrew himself into the mountains, where he spent the next 20 years, studying and perfecting his magical abilities. In there, he also realized that if he wanted to prove to Yao Lin that he could change the world, by ruling with the help of a miraculous, he would need to get his hands on one of them, and that would never happen, so long as Yao Lin had the Book of Prophecies and the miraculouses in his possession. So, he decided that he would create his own miraculous, to prove he was right. But to do that, he would need to find a spirit animal and contain it. Using his powers, he managed to track one, right there in China… the spirit animal of the Moth. It took him quite a while to capture it and confine it in a miraculous that he himself had created for the purpose, but he did it. Still, every miraculous are inhabited by a kwami, who is essentially the personification of the spirit animal, which powers up the miraculous. But, a kwami can be hurt, and is essentially good, plus, Lee Zhou also realized that having a kwami telling him what he had to do, would be troublesome nonsense. So, he decided to fuse the essence of the miraculous, to himself, and thus, not needing a kwami to power-up the miraculous. With that, he became the very first Hawk Moth."

"He may be one of the most dangerous people ever to threaten the planet when he's awake, but we've dealt with intergalactic threats that were just as vicious, if not more so," Becky said, remembering Vilgax and Ghostfreak in particular.

"Still, when Hawk Moth started to spread his terror on the world, by claiming to be the new ruler of that region, the spirit animals in the miraculouses felt the evil he represented and promptly wrote the names of the holders of all the miraculouses that had not been activated, which were then handed out by Yao Lin. A fierce battle against Hawk Moth began, and things went from bad to worse, because as time went by, Hawk Moth began to manifest his true powers. He was able to pierce into people's hearts and use the bad feelings and emotions that laid inside of them, to control them as his puppets, as well as giving them abilities to its liking. On top of that, he was also able to create tiny black butterflies, which he named Akuma butterflies that could either infect people to do his bidding, or to create a large army of scouts, who could take on the form that Hawk Moth desired. All of the Miraculous holders fought for weeks in a row against his army, and it seemed like he would be unstoppable. In the end, Yao Lin had to intervene and fight his former apprentice himself. And, what a battle it was…"

"After many hours, the battle was over, and Hawk Moth was dead… yes, Yao Lin was forced to kill his former apprentice, in order to stop him."

After showing the visitors the illustrations of the story, they sighed.

"We were right after all, weren't we?" Gwen asked.

"That is correct. Seeing no other solution, Yao Lin killed his former apprentice to stop his threat... or so he thought."

"Then what we're dealing with isn't the Hawk Moth from that long ago," Ben asked.

"While, it is true that Yao Lin had killed Hawk Moth. But the truth was, he had destroyed his body, but his evil spirit lived on, fused with the Moth miraculous. Upon retrieving it, Yao Lin sensed its evil magic and he knew that that particular miraculous was too dangerous for anyone to use. He tried to destroy it, but it proved to be indestructible. Still, knowing that if someone would ever get his hands on it, the world would once more be in mortal danger. Locking it in a box protected by several charms and spells, Yao Lin made everything in his power to make sure that the Moth miraculous would never see the light of day again. Years later, after Yao Lin finally passed away, the holder of the Turtle miraculous became the new guardian of the Miraculouses and the Book of Prophecies, thus inheriting the task of also keeping the Moth miraculous under lock and key."

"But things don't always work out after a few centuries, do they?" Becky asked with a raised eyebrow.

"No they do not. Turns out, the evil spirit of Lee Zhou, aka. Hawk Moth that was now trapped inside the Moth miraculous grew stronger, while inside the box it was in. It took it several centuries to do it, but, its negative energy attracted a man with a heart filled with evil. The man attacked the sanctuary where the Moth miraculous was kept and managed to steal it. The charms and incantations that Yao Lin had put on the box had weakened with time, as the Moth miraculous absorbed its energy, so it was easy for this man to open the box and claim the Moth miraculous for himself. When that happened, the spirit of Hawk Moth took control of that man's body and mind, and thus, Hawk Moth was reborn. But this new Hawk Moth was far less powerful, because the evil that was inside his heart was far different from the one that inhabited Lee Zhou's heart when he became Hawk Moth. Being weaker, did not mean he was not responsible for many evil things that happened. But, Hawk Moth's spirit knew that if he wanted to rule the world, he would need to be at his full power, and to do that, he would have to find someone who's hatred heart matched his own. To accomplish this goal, he created a cult, composed by men and women who he had given numerous powers, in exchange for unrequited loyalty. This cult would search for the one that would become the ultimate vessel for their master." -Master Fu explained.

"There have been numerous Hawk Moths just as there were numerous Miraculous heroes," Allison said.

"Correct. Our predecessors have fought against him for generations," Adrien said.

"Joan of Arc," Marinette surmised.

"Robin Hood," Mylene said, rolling her eyes.

"King Arthur and the Knights of the Round Table," Nino said. "Many famous heroes from ancient times were actually Miraculous heroes."

"Eventually, Hawk Moth's cult found perfect vessel for Hawk Moth to be reborn, in 18th century Germany. The man himself was a German war baron who had an affinity for all kinds of sordid things, and who was also a psychopath with a taste for blood."

Ben and Jen' nodded in confirmation.

"Remind you of a certain squid face?" Jen whispered as Ben nodded.

"And to make matters worse, he's already restarted his cult with three lieutenants," Marinette said.

"Reptile, a gangster lizard man who is nimble, sneaky and will gut you like a fish if he gets the chance," Adrien said.

"Madame Romani, a wicked gypsy who can use all kinds of illusions and has powerful magical abilities," Alya said.

"And Brutus, a powerful war general who is extremely strong and can use all kinds of bladed weapons at his disposal," Ivan said, remembering the nightmare he had with him not so long ago.

"As you can imagine, we've had our work cut out for us," Chloe said with a shudder.

"Luckily, this time, you have a secret weapon," Gwen said as she crossed her arms.

"Us!" Ben and Jen said at the same time.

"You think so?" Juleka asked.

"i mean, come on," Kevin stated. "This Hawk Moth guy is bad news. But he's been fighting you and your predecessors for centuries now."

"The six of us, however, only showed up five years ago when he was still a statue," Gwen said. "He doesn't know who we are or what we can do. I don't even think he fathomed the existence of aliens at all."

"You may be right," Master Fu said. "But even so, he has a way of turning the tides back in his favor with his akumas."

"We're ready, Master," Jen said. "Hawk Moth will never see us coming."

"Before you start planning a method of attack, I must prepare the ceremony."

"Ceremony?" Becky asked.

"What ceremony?" Ben asked.

"Oh yeah. This is only the second time this happened. Since we revealed ourselves to you, a ceremony is required to pronounce you six as Keepers of the Secret. It's been a few months since the last one, though," Master Fu said.

"Yeah, and Manon is someone I know well. We only just met you guys," Marinette said.

"We'll be ready," Allison said with a nod as Master Fu walked off to set the ceremony up as the 20 teens walked off.

"While I'm getting ready, you guys just go back to Paris. I'll contact you when I'm ready," Master Fu said.

As he walked off, the teens sighed and walked off to the Garden of the Ancients as Jen smiled at the beauty of the flowers. "I'm just waiting for someone to pinch me and wake me up."

"You're not dreaming, sis," Ben said, jabbing her arm as they walked off as they smiled.

* * *

The next afternoon after that at a medical lab somewhere in the city, a man was working on a science experiment in his quarters and fixed up as some of the workers passed by him and chuckled as he sighed and fixed it.

"Hey, look. It's Joe, the geek!" one of them said.

"I'm not a geek! I'm a scientist!" he shouted as the workers walked away, laughing. "Don't listen to them, Joe. Once this puppy is perfected, you'll show them all your genius."

He then connected a few wires together, a few sparks flying out as he did as he looked at his computer on the Miraculous Blog and looked to see news of the team-up with the American Omni-Team the day before.

"Interesting. French and American heroes setting aside their differences to defeat a common foe. Just like old times."

As he looked at the article on the blog, he didn't realize until it was too late that the chemicals by him started to smoke and bubble since he neglected to turn off his Bunsen burner. He looked back to see the undesired result of his labor and he completely deadpanned at that.

"Oh crap," he said as the chemicals blew up, covering his face in soot.

That was when the lab's boss suddenly burst through the door as he saw Joe standing there as his boss started to twitch.

"What is this?!" he asked.

"I don't know what went wrong, sir!" Joe panicked as his boss folded his arms at the mistake, a scowl plastered on his face.

"You are suspended for the rest of the week!"

"But sir-"

"No buts, Joe! You're lucky that I don't fire you for this!" he said as he pointed to the door. "Out before I change my mind."

Joe then frowned hard as he packed his things and marched out the front door with a glare, his anger and frustration at the mistake with his experiment not escaping the gaze of a certain evil lizard man lurking in the bushes by the lab.

"They don't see my genius," he said. "Someday I'll show them all just how great my smarts are!"

_"Master," _Reptile said as he put his hand to his head. _"I think I may have found your perfect akuma victim for both the Miraculous Team and those Americans."_

_"Thank you, Reptile," _Hawk Moth thought in his lair as he put his hands together and generated a sphere of dark energy, which resolved into a purplish-black butterfly which he then sent flying out of his lair. "Nothing is more troubling than people not seeing the genius that you have within you. Fly away, my beautiful akuma and evilize him!"

* * *

The akuma flew away through the city towards its intended victim, flying right by Marinette's window as Chloe stood on her stand, clad in her brand new chiffon off-the-shoulder yellow dress with black in the ruffles with a few flower-like designs on the flaps.

"Do you like it?" Marinette asked as Chloe looked down and admired the dress in a full mirror.

"No, I don't like it," Chloe said as she smiled and winked to Pollen, who floated by her. "I love it!"

"I knew you would. It's kind of inspired by your hero outfit, but just different enough so no one will put two and two together," Marinette said.

"Tell me that your dress for the cotillion isn't going to be red with polka dots," Tikki said.

"No, are you crazy?" she said as the two chuckled. "Wait until you see the other dresses and the guy's clothes too."

"Oh... oh no," Chloe said as she looked out the window to see the akuma butterfly flutter by the window.

"Okay, fun time's over," Marinette said as she took out the phone. "I'll get the others. Including our new friends."

"Wait until Nadia Chamack gets her hands on this story," Chloe said as she got her normal clothes and went back behind the changing curtain to change out of the dress.

* * *

At the Le Grand Paris, in Gwen and Becky's room, Gwen washed her face from the lack of sleep from the previous night and sighed.

"That Hawk Moth is definitely bad news," she said to her sister, who was sharpening her spear, machete and arrows on the bed with a yawn.

"Yeah. But if he has the guts to show up himself, we're taking him and his cronies out. All of us," Becky said before a concerned look on appeared on her face as she saw the butterfly appear. "And it looks like we're not going to have to wait a long time for it."

They then heard a ringing of their phones as Ben, Jen, Kevin and Allison ran in and they saw a text message from Marinette.

_"Time to team-up,"_ read their phones as they looked to each other and ran out of the door, knowing that Sandra was watching over Emma for the day as they ran into the city as the akuma flew down towards Joe, who was still bitter about what happened before the akuma entered him and an outline of a purple moth mask appeared around his eyes.

"_Absorber," _a voice said in his head. _"I am Hawk Moth. You have been shunned and ignored of your genius for far too long now. I am giving you the power to copy the abilities of others and using them at your will. In return, I only ask that you kill the Miraculous Team and bring me their Miraculouses. And you must also destroy the Omni-Team for good measure. Me and my lieutenants will join you on the battlefield shortly."_

"Of course, Hawk Moth," Joe said before his entire body was enveloped in black smoke as he looked upwards with a glare.

* * *

**To be continued...**


	18. A Miraculous Team-Up: Part 3

At the Arc de Triomphe, a brilliant dark portal opened out of seemingly nowhere and the evil Hawk Moth walked out, flanked by his lieutenants, Reptile, Madame Romani and Brutus, who hefted his large battleaxe over his shoulder as he looked out to see his creation walking through Paris, looking for his destined targets.

He was in mostly grey armor with two gauntlets that had a few dials on the shoulders as well as two armored boots that clanked against the ground as he looked up with his deep red eyes as the terrorist and his flunkies looked downwards on him from their perch on the Trocadero.

"Master," Reptile said. "Are you sure that these heroes are all going to come? I mean, the Miraculous Team I get, but this Omni-Team? This isn't their home, what would they care about it?"

"They care about the world, Reptile," Hawk Moth said. "You don't know their kind like I do. They will do anything to protect what they believe, even if it's not their own home. They will come."

_"Yeah," _Madame Romani thought. _"But what if they had the same idea with you?"_

_"I'm counting on it, Madame Romani," _Hawk Moth communicated back, reading his servant's mind. _"That Omni-Team has never faced anything like me before."_

_"Maybe not. But they're not going down without a fight. The Miraculous Team certainly won't. Why should we expect any different from these guys just because they're from another country?"_ Brutus thought.

"You're right. Americans can be vicious. Just ask the people who almost killed me in the war 200 years ago," Hawk Moth said. "But they will still fall regardless. Just like anyone else who dares to oppose me."

* * *

On the a nearby rooftop, Jen looked through Allison's telescope and glared at the far away rooftop and glared.

"Coward," she said in disgust and anger. "Hiding behind his lieutenants as if they were pawns in a chess game."

"True," Allison said, doing her sit-ups with her headphones blaring Metallica in her ears as she prepared herself for the battle up ahead as Kevin stood by, leaning against the fire escape with a sigh as Becky sat on a pipe and sharpened her weapons with a determined glance on her face as Gwen was meditating to loosen her mind up.

"Ben?" Kevin asked as Ben glared out at the akuma searching for them.

"This has to work. I'm not sure that the Miraculous Team is going to approve of our plan, sis," Ben said.

"They might not like the way us Americans think," Becky said as she got off the pipe. "But it's the only plan we've got. It might not even work."

"Lucky for us, the calvary's arrived," Gwen said as she got out of her meditative position and looked to see the fire escape door open as the 14 French teens they befriended burst through and gather around on the small rooftop.

"Why did you want us to come here in our human forms?" Max asked. "You know you're just prolonging the destruction."

"It's not going to matter with that Ampulla Amulet you guys have," Jen said as she looked on. "We don't want to draw attention to ourselves right now. We need to discuss a plan of attack with you guys before we charge in."

"Good point," Mika said to them. "But why would-"

"This guy is one of the worst people we've ever gone against. And we've dealt with tons of aliens," Allison said, punching the air. "Us Americans are smarter than you think. We're in your house right now. We just want your approval."

"Fine," Marinette said as they all looked to them.

"What's the plan?" Adrien asked.

"Okay," Ben said as he looked to the rooftop the psychopath was on. "There's a small window of opportunity here. It won't be open long, it'll close soon and Hawk Moth will have gotten away with it."

"We need to exploit that window of attack," Jen said. "Here's the plan."

"Those lieutenants of his won't let us go anywhere near him," Gwen said as she generated a ball of mana around her fist. "We need to separate him from them."

"And we have to take out that akuma as well," Becky said as she looked down.

"There's twenty of us and five of them," Kevin stated. "We have to split them up by splitting ourselves up."

"Four of us get one villain each," Allison stated. "Jen and Gwen have been practicing their portal spell for some time now. They can use it to open portals to separate his lieutenants from him that we'll follow them through while Ladybug, Chat Noir and the twins engage Hawk Moth himself."

"Okay, who gets what villain?" Alix asked as Ben and Jen looked on.

"The two of us, Ladybug and Chat Noir get Hawk Moth, Matter Girl, Dragonfly, Panda Rouge and Arachnid take on the akuma, Kevin, Antelope, Carapace and Louve Grise are going to take on Reptile..." Jen said.

"Lucky Girl, Rena Rouge, Queen Bee and Flamingo will battle Madame Romani," Ben said. "And that leaves Huntress, Grizzly Bear, Corbeau Noire and Forest Doe to beat Brutus."

"Oh sure," Becky said with a sigh. "Leave the only one in the group with no real powers to take on the strongest lieutenant Hawk Moth has. Why not have someone like Allison take him on?"

"Because, cuz," Ben said. "That's exactly what we _want _him to think we'll do."

"Smart move," Alix admitted. "Not going the most obvious direction."

"That's the American way," Ben said.

"You know that this is basically suicide for someone with no powers, right?" Kim asked.

"My sister has the heart and soul of a true warrior," Gwen said to him. "I believe in her. You don't need superpowers to be a superhero."

"Okay. I'll do it," Becky said with a smile as she turned to Ivan, Juleka and Mylene. "Looks like we're teammies."

"Don't worry, girl," Juleka said. "We've got your back."

"And how," Tamara said with a smile.

"We're here to show your country that Americans can be just as great superheroes as the French," Kevin said with a smirk as Allison came in and smiled.

"Ready?" she asked as she put her hand in followed by her teammates as she looked at the Miraculous Team and the American heroes all nodded at the French heroes with a smirk.

"Ready," Rose said with a smile as Max jabbed Kevin's arm and one by one, the Miraculous Team and their kwamis laid their hands on the pile as they smiled.

"And..." Gwen said.

"BREAK!" they all chorused as Marinette looked at the twins with hopeful eyes as Ben and Jen smiled.

"May I?" she asked with a smile.

"Do the honors," Ben said with a bow.

"It's hero time! Tikki, _transforme moi!"_

"Plagg, _transforme moi!"_

"Trixx, _transforme moi!"_

"Wayzz, _transforme moi!"_

"Pollen, _transforme moi!"_

"Mika, _transforme moi!"_

"Mulan, _transforme moi!"_

"Flint, _transforme moi!"_

_"_Tamara, _transforme moi!"_

_"_Ari, _transforme moi!"_

"Imp, _transforme moi!"_

"Pin, _transforme moi!"_

"Daria, _transforme moi!"_

"Muria, _transform moi!"_

The 14 teens were instantly transformed into their hero forms once their kwamis entered their respective miraculous and the Omni-Team (except for Kevin, who pulled on his face mask so no one would recognize him) all stuck their arms out and pressed their watches/Omnitrixes to suit up into their hero forms.

"By the way, if this works, you six are all invited to my birthday cotillion in three days at the hotel," Queen Bee promised.

"We'll keep that in mind, QB," Kevin glared.

"Let's do this," Omni-Pink said as she and the others leaped off of the building as she gestured to Matter Girl, who looked on to Absorber and signaled Panda Rouge, Dragonfly and Arachnid to follow her as they snuck through the shadows like ninjas as she placed her music from her phone into her ears as she sighed and let the heavy metal music play through her ears as she shouted out as Dragonfly zipped up next to her super fast as she glared after their target and breathed deeply.

"Nervous?" she asked.

"Always," Allison said. "No matter how many times I step onto the battlefield, I'm always just as nervous as the first time I did. The music helps calm me down."

"That's us too," Arachnid said as he rested on the wall next to her. "But we never let it show."

"Ready?" Panda Rouge asked as he stuck his pencil-spear out as they looked to Absorber.

"As I'm ever gonna get," Dragonfly said as she cracked her knuckles and looked out as Allison looked out and absorbed the metal from the railing on the stairs and leaped out and landed in front of Absorber and morphed her hands into blades as she ran out and ran forwards slicing him, only for him to grunt out as he dodged her swipes as Dragonfly flew forwards from behind and nailed him in the back of the head with her frisbee, catching his attention as he saw Panda Rouge lean on the railing as Arachnid leaped behind him and caught him with his lasso and shouted out as he kicked forwards, catching him before he grabbed his lasso and tossed him into Panda Rouge as he leaped upwards and grabbed Dragonfly by the throat before he focused and a greenish energy seeped from his arm into his body as he dropped her and she fell into Matter Girl's arms as he looked down.

"Who are you!?" she asked.

"I am Absorber! I have the power to absorb and copy the powers of any hero who gets in my way. Including you!"

He then zipped forwards towards Panda Rouge, who leaped backwards to avoid him as she looked to the New Yorker before him as he zipped away.

"I need a bike," she said with a glare. "Make it as fast as Dragonfly."

"Done," Panda Rouge said as he looked down to his pencil-spear and drew outwards to create a motorcycle, much like Matter Girl's own back home. "You know none of us have driver's licenses. We're only 13."

"Yeah, but I'm 18," Matter Girl said as she leaped onto the seat of the bike and revved it up as she glared after the akuma in the distance as Dragonfly stood beside you.

"Race ya," she said as she looked to the two boys beside her as they climbed up onto the rooftops.

"If I win, I get to tell my friends," Matter Girl smirked as Dragonfly limbered herself up as she floated in the air.

"You're on."

"Now!" Matter Girl said as she fired up the engine and sped after Absorber with Dragonfly flying right beside her as she raced through the streets with a glare, avoiding all the cars that came by her as Panda Rouge and Arachnid followed them closely from the rooftops.

* * *

The remaining members of this small alliance looked on from the darkened alley to the building on top as the Omni-Twins glared as Ladybug looked on concerned.

"We've never tried anything like this before, you know," she said.

"That's why it's going to work," Omni-Green said as Omni-Pink dialed in her Omnitrix and came across the one form she hasn't tried yet.

"Here goes nothing," she said as she slammed down the core and felt her DNA being rewritten as she felt a powerful surge of electricity flowing through every pore in her body as her hair grew spiky and her skin turned an electric blue with light blue glowing eyes and spiky snow-white hair with silver metallic demon-like horns growing from the hair a long tail with a spear-like tip, and deep orange thunderbolt markings on her arms and legs. She wore a one-piece pink sleeveless leotard with white on the sides and pink boots on her as she smiled.

"Discharge!" she shouted as she smiled and felt the power of the electricity dancing through her system as she cackled.

"Nice one," Kim said as Discharge looked to him and smiled.

"Literally, first time I've ever used her," she said as Omni-Green pressed his core down and transformed into...

"Spidermonkey!" he hooted as they looked to each other.

"Show-off," Arachnid smirked.

"Got the plan, guys?" Lucky Girl asked.

"You'd better be right about this," Kevin groaned to them.

"Hey, have we ever let you down?" Spidermonkey asked.

"Yes."

"I'll pretend I didn't hear that," Spidermonkey said as he looked to Discharge.

"Antelope?" she asked as Antelope looked to her as she focused and generated a ball of sparkling electricity in her hand as Antelope looked to her and took his batting position, his bat resting on his shoulder.

"You realize that we're walking into a trap, right?"

"Counting on it," Huntress said.

Discharge smiled as she tossed the ball of lightning to Antelope and he slammed it with his bat, causing it to go sailing up into the air and hit Reptile straight on as he looked down.

"NOW!" Lucky Girl shouted as she and the others all ran and leaped/flew upwards up onto the rooftop of the Arc de Triomphe as Discharge traveled through the city's power lines and appeared in front of them as Spidermonkey swung upwards and landed next to her as they glared at their adversary and his lieutenants.

Discharge glared as she and her brother transformed back into their normal forms and glared as they stepped forwards.

"You must be Hawk Moth," Omni-Green said as he chuckled to him. "Hi. We're the Omni-Team."

"And you and your lieutenants are going down," Huntress said with a smirk as she spun her spear in her hand and pointed it at them.

"Six more does not matter," Madame Romani glared as she generated her magic in her hands. "Our Master will take over this planet. It doesn't matter if we have to defeat every superhero on it."

"At least you have an understanding of how we work," Kevin said as he cracked his knuckles.

"You're never going to win, Hawk Moth," Chat Noir said. "For every hero you kill, there will be a thousand more."

"Then I'll kill them too," Hawk Moth glared as he got his cane ready.

"Why does every villain say that?" Omni-Pink sighed, rolling her eyes. "Okay, playtime's over."

Lucky Girl and her then focused as they took each other's hands and focused their energy as their eyes glowed pink.

_"Portallus Projectum!"_

With that, they thrust their hands apart and three pink-purple portals suddenly opened on the Arc de Triomphe.

"Now!" Rena Rouge ordered as they split up into their respective groups and engaged their lieutenants.

Corbeau Noire focused and manipulated Brutus' shadow to constrict him to where he stood as Grizzly Bear ran upwards and sucker punched him twice to force him into the portal with the two following him with Huntress and Forest Doe running closely behind him.

Lucky Girl ran up and sent a mana blast forwards that hit Madame Romani off her guard as Queen Bee flew in and shouted out as she generated a small cyclone from her top that caught her in its grip as Rena Rouge leaped up and kicked her into the portal with a glare as she followed her through it along with Lucky Girl, Queen Bee and Flamingo.

Reptile looked to see his comrades vanish through the portals only to be hit upside the head with Antelope's bat, followed by a roundhouse kick from Kevin as Louve Grise whipped out her fans and sent out a blast of cold air that sent him through the portal with the three and Carapace following as the portals closed behind them, leaving behind the pairs of team leaders facing down Hawk Moth alone as they glared.

"Excellent," Hawk Moth examined. "Separating me from my lieutenants so I'll have to face the four of you head on. I'll admit, a respectable gambit. But it will do you no good."

"Bring it," Chat Noir glared, twirling his staff in hand.

"Omni-Twins, I'm only going to make you this offer once. Join my army. Work for me," he said with a grin, despite knowing their answer. "It's your only hope of being on the winning side. We could turn this world into something better."

"You _must _be joking," Omni-Pink scoffed as she prepared her mana.

"We take orders from no one!" Omni-Green said. "Much less from a psychopath like you!"

"I see. Then I'm afraid that you and your team will have to die along with your friends on the Omni-Team.

"You're dreaming, Hawk Moth," Ladybug said with a chuckle as she, Chat Noir and the Omni Twins stood in a circle with determined looks on their faces, facing the madman.

"Perhaps," Hawk Moth admitted. "But is it so wrong to dream of a world where the ultimate evil rules over all those who inhabit it? Where I, Hawk Moth, command an army of thousands and all those who live in my shadow must bow to my greatness?! Is that so wrong?!"

"Uh... yes," Omni-Green smirked in mock thought.

"Fine. Have it your way."

Hawk Moth shouted out as his cane collided with Ladybug's yo-yo as they both shouted out before a flash of pink light flashed out as Omni-Pink transformed into Kung Fang and tackled him away with a well-placed ninja kick as she unsheathed her katanas with a glare and collided sword with cane as sparks flew from the two metal weapons as she ducked.

"The USA has come to play!" she shouted.

"Then you will all just as fast," Hawk Moth said as he glared and kicked her in the face, sending her back as she used her wings to adjust as Omni-Green slammed his core down and transformed into...

"Swampfire!" he shouted as he let loose some methane from his pores before igniting it into two jets of flame from his palms and Hawk Moth blocked it with a dark shield that he generated from his hand as he glared and let a dark pulse from his hands and slammed it into the plant alien, sending him close to the edge, not expecting the power that he possessed. "Didn't see that coming."

"Oh yeah, we also can't use our weapons to destroy the weapons of someone else who wears a Miraculous," Chat Noir said as he extended his staff and slammed it into the psychopath's cane as he glared as he smiled.

"You kids can't win against me personally."

"Maybe," Chat Noir said. "But we have a little specialty we call... cheating!"

Ladybug then wrapped her yo-yo around Hawk Moth's legs, sending him crashing as Kung Fang flew in and let loose a sonic screech from her maw that caught him by surprise before he let loose a blast of dark energy that sent her crashing down into the streets below.

"Sis!" Swampfire said with a glare before he turned to him. "No one touches my sister and gets away with it!"

"We're taking you down!" Ladybug said as Swampfire tackled him off of the roof before Hawk Moth teleported himself out of his grip and sent him crashing down into the ground as Ladybug and Chat Noir landed down by him and helped him up as his sister flew by him and glared as she touched down and hit the ground and she cracked her knuckles and joints as the respective pairs of team leaders looked over their enemy.

"Well, well," Hawk Moth chuckled. "Isn't this a surprise?"

"Not really," Ladybug said. "The entire world is against you. We go against everything you are about."

"That changes nothing. You're still newbies at what you can do. I've mastered my powers a long time ago. You don't stand a chance, no matter how much help you get!"

"This is _so_ not how I wanted my vacation to go," Swampfire glared as Kung Fang sheathed her swords and transformed back into her default form, activtating her mana spheres.

"Doesn't matter. We've got to teach this guy a lesson," she said.

"All of us," Chat Noir agreed as he unsheathed his staff. "Now!"

They then charged forwards and collided with Hawk Moth as the screen cut to another rooftop.

* * *

Brutus went crashing out of the portal on the roof of a wide building as he looked with a glare to see his enemies approach. Corbeau Noire flew herself and Huntress out of the portal to face Brutus at the top of the building with a glare with Grizzly Bear and Forest Doe leaping upwards with a flourish as they glared at the red-haired warrior as Huntress aimed her bow at him.

"You thought this was gonna be a street fight, huh?" she asked as she aimed her bow carefully and then suddenly aimed it upwards, firing the arrow away as she sheathed her bow and then took out her spear and machete with a glare as Corbeau Noire took out her mirror, Grizzly Bear took out his brass knuckles and Forest Doe aimed her bow and kept her distance. "You're damn right it is."

Brutus only glared angrily as he put his hands to his chest and pulled out two long swords and sharpened them against each other as he and Huntress shouted as they advanced towards each other, their weapons scraping against each other as they both glared outwards as Corbeau Noire shot her mirror out and sent out beams of light that did little to pierce his thick armor as he kept up his relentless assault on Huntress, the warrior girl struggling to keep up with him due to her lack of powers as Forest Doe sent a flurry of arrows at him that did manage to nick him slightly off guard.

Grizzly Bear took advantage of this and slammed his brass knuckles together as he charged forwards and gave him a few swift uppercuts to the neck as he glared before summoning a warhammer and then slammed him backwards into Forest Doe, sending them both crashing down.

Corbeau Noire then flew upwards and manipulated the shadows behind Brutus to shift up and slap him back as Huntress ran up with a battle cry and unsheathed two knives from her belt and then spun them in her hands as she jumped up and stabbed him in the small nicks in his armor, causing him to shout out in pain from the distraction before he grabbed her raven hair and then socked her in the gut with his gauntlet, knocking the wind out of her as she was sent sprawling to the ground with a shout of pain, her spear and machete falling to the ground a little ways away as the latter stabbed into the concrete of the building as Forest Doe walked up and helped her up as she struggled.

"I knew sending me after this guy was a terrible idea," she groaned.

"We have to fight him. It's our only hope," Grizzly Bear groaned as Brutus walked up and pointed his sword to Huntress' spear and machete.

"Retrieve your weapons. I will not fight an unarmed opponent," he ordered as Huntress mustered up her strength and then grabbed her weapons as she glared.

_"Et tu, Brute?" _she asked with a hateful glance. "How can you care about honor when your master is a complete psychopath?"

"Hawk Moth gave me back what I had lost," Brutus said. "I will repay him by destroying you and your friends and serving at his side when he takes over the world."

"Over our dead bodies," Corbeau Noire said as she flew up with Grizzly Bear and Forest Doe taking sides by Huntress as she panted heavily and felt at her temple, noticing it start to bleed, due to her not having the durability that the others did.

"As you wish," Brutus said as they all charged and clashed with each other, the camera cutting away with the impact.

* * *

The camera then cut to Madame Romani as she hit the concrete ground and glared outwards at the portal opened up as Lucky Girl flew out on a mana platform, her hands surrounded by mana spheres as Rena Rouge appeared and twirled her flute staff in her hands as Flamingo and Queen Bee flew outwards as they appeared.

"You've dealt with the illusionist, Romani," Rena Rouge said with a smile as she looked over to her new friend.

"But here's the sorceress!" Lucky Girl shouted as she leaped down and sent out a burst of magenta flame outwards that Madame Romani blocked with a magical shield as Rena Rouge appeared and swung her flute staff outwards as Madame Romani blocked her nemesis' blows with a glare as she summoned her own bladed staff and kicked outwards as Queen Bee appeared and shouted out as she wrapped her trompo around the mad woman's leg and pulled, sending her to the ground as she glared outwards at the four heroines before her as Flamingo flew overhead and focused as she multiplied herself into 20 identical copies as she smiled.

"You and your companions are going down!" all of the Flamingos said simultaneously as they flew forwards and swarmed the woman as she shouted out and dealt with the several cane strikes that were hit on her as she shouted out and focused, letting out a powerful wave of energy from her body, destroying all of the copies and sending Flamingo flying outwards, only to be caught by Lucky Girl's telekinetic grip as she erected her in the air as she levitated several chunks of rock outwards.

"This girl's a tough one," Lucky Girl said as she focused and sent the rocks flying outwards as she thrust her harms forwards and sent the chunks of rock hurtling at the gypsy as she focused and sent a powerful beam forwards that broke the rocks. However, the chunks weren't small enough and she was sent backwards by the blow of the large chunks by her as she groaned.

"My turn," Queen Bee stated as she focused and spun her trompo around her, rapidly picking up speed as she formed a tornado that grew biger and bigger in the open air.

Lucky Girl levitated herself upwards on a mana platform and focused as she flipped through her spellbook and looked over her shoulder and spotted the Seine River by her and she smiled as she looked at the forming tornado and smirked before closing her eyes and her spellbook generated pink energy before she gripped both sides as she chanted, her eyes glowing pink as the others looked up at her, impressed.

_"Aquata Risa Spackwata!"_

With those three Latin words escaping her lips, she slammed her book shut with both hands as a torrent of water burst forth from the Seine and added itself to the tornado, effecitvely turning it into a hurricane that whipped forwards as Madame Romani struggled against the powerful winds as she felt a tap on her shoulder as she saw Flamingo and Rena Rouge behind her with a smile.

"Not so good at playing your own game, eh?" Flamingo asked as they both swung their respective weapons, swatting Madame Romani into the hurricane, which whipped her around as Lucky Girl smiled as Queen Bee sent the mad gypsy flying to the ground, leaving a huge indention in the concrete as she struggled to her feet.

"Any other ideas, foxy?" Queen Bee asked her friend.

The fox heroine nodded as she put her lips to her flute staff and played at it with a smile as she sent out her mirage power to construct an illusion of the four that stood over her.

"Illusions of us?" Flamingo asked. "Is that the best you could come up with?"

"It's a way to give us some time to focus on planning our next move to take this girl out for now," Rena Rouge explained as Lucky Girl nodded and focused as she got into a cross-legged position and focused, levitating off the ground.

"Meditating? Really?" Queen Bee asked.

"Shh! I need to focus my mana after that last bout. I have my limits you know."

"Had enough?" the illusion of Rena Rouge asked.

"Funny. I was about to ask you the same thing," Madame Romani shouted as she shot her arms out and sent several daggers flying at the four heroes who avoided the blades and sent out punches and kicks towards Madame Romani as she ducked to dodge, completely unawares of Rena Rouge controlling the illusions as the others planned out their next attack.

* * *

Reptile groaned as he hit the streets in the Trocadero as Antelope, Kevin, Louve Grise and Carapace standing by with a hateful glare on their face as Antelope pat his hand with his bat a few times and glared outwards as Kevin looked to him.

"Can I see that for a second?" he asked.

"Sure," Antelope said as the Osmosian absorbed the material from Antelope's bat and then smiled, bashing his hand into his fist.

"''Sup class. Today's lesson is Pain 101. Your instructor is Kevin Levin."

"And Louve Grise, Antelope and Carapace," the latter added.

Reptile glared as he produced his blade as the others glared.

"You could barely deal with me and some others when we were alone, Reptile," Antelope said. "But now we have some help."

"That matters not. You will fall as will every hero on this planet before our master takes over!" he shouted, swinging his blade rapidly before Carapace created an energy shield that blocked the swipes as Kevin dove under and swept under him as he and Carapace delivered a double-whammy to the head as he groaned and hit the ground.

"Your move, wolf," Kevin smiled as Louve Grise smiled and flicked her hands out to show her fans.

She then gave out an exaggerated howl before spinning and thrusting forwards, throwing out a super cold blast of wind that blew forwards, tripping him up as Antelope shouted out and ran upwards, delivering a strong strike with his bat that struck him hard.

"Taking it like a champ!" he said as Kevin smiled. "He's definitely the weakest of all of Hawk Moth's lieutenants, but he's definitely a killer."

"Don't take him lightly though. He's cold blooded, just like the lizard he is," Louve Grise said as she saw him getting back up and swinging his blade wildly towards her, but she dodged him with her swift moves as she saw Kevin run up and give him an atomic suplex on the back as he got really angry and started moving quicker with her swiftly dodging his blade as Carapace generated a force shield around her as he swung forwards and swatted the lizard man with his tonfas as Antelope bashed him with his bat and Louve Grise smiled before she inhaled sharply and breathed out a massive gust of air that froze Antelope on the spot as Antelope smiled as he held his bat in his hand and smiled, rearing himself up before swinging hard. "Batter up!"

He then swatted as hard as he could, blasting the lizard man down to the ground, unconscious and bleeding green blood from the nose.

"Well, that's a load off. Now we can help the others with Hawk Moth."

It was at that point that Absorber zoomed over by surprise and grabbed the wolf heroine where she stood and took a sample of energy from her, sampling her powers as he was suddenly run over as Matter Girl zoomed over on her newly created bike and swatted him with the back wheel, sending him staggering backwards as Dragonfly, Panda Rouge and Arachnid zoomed by and joined the fight as Louve Grise wiped her lip with a groan.

"Get away from my brother and my friends, you jerk!" Matter Girl shouted with a glare as Kevin glared as Panda Rouge prepared his pencil staff.

"Hey, you think you can draw me something? A mech suit good?"

"Done," Panda Rouge said as he got to work as Arachnid summoned his lasso and Dragonfly got her frisbee ready as she flew next to Antelope as Matter Girl got off her bike and absorbed the metal, forming two large maces form her hands as she glared hatefully as the two groups became one and ganged up on Absorber.

"Careful. He can absorb any of our powers and use them against us," Arachnid said as Absorber used Louve Grise's ice power combined with Dragonfly's speed to start to disorientate them as Carapace generated his shield to shield them from the ice.

"At least we don't lose our powers against this guy," Louve Grise said, showing off her super cold breath.

"But if he gets his hands on any of us, he can use them all against us like it's some kind of sick game," Antelope said. "Hawk Moth definitely thought this one through."

"...But what if we got someone with _no _powers to get this guy?" Kevin wondered. "I need to call Huntress. You guys keep him distracted!"

"Done!"

"I just hope that the others are having better luck than we are right now," Louve Grise asked as she charged forwards and let out her ice blasts, which Absorber countered with his own and she growled in anger.

* * *

Omni-Green as Spidermonkey groaned in pain as he was sent hurtling into a fruit stand as Ladybug and Chat Noir clashed with their mutual enemy as they both sent their weapons outwards, which he caught in his hands before he tossed them directly into Spidermonkey like it was nothing.

"I knew this guy was tough, but not this tough," Spidermonkey said.

Omni-Pink glared as she generated mana shield after mana shield at the madman's swings from his cane, which shattered on impact with each as she glared as she thrust her hands forwards and sent a mana pulse outwards that hit him before she adjusted her Omnitrix and glared.

"Here goes nothing," she said before slamming the core down and transforming into...

"Crystagirl! Crystatectus!"

She generated a shield of pink crystal in front of her, which blocked Hawk Moth's attacks as he grinned maliciously at her as she glared and Spidermonkey ran up and shot a silk string of webbing from his tail that managed to grab Hawk Moth in the back before he pulled forwards and sent Hawk Moth stumbling right into the fists of Ladybug and Chat Noir as they flew forwards.

"Stay away from my sister, you jerk!" Spidermonkey shouted as he shifted back into Omni-Green and glared, producing his energy swords from his gauntlets.

"It seems even heroes like you lack purity in their hearts," Hawk Moth said. "I can feel your hatred."

Crystagirl shouted out with her hands, sending tons of pink crystals that he blocked by swinging his cane forth as she glared and sent a powerful surge of magic forwards that hit him full blast and sent him back as Spidermonkey glared and the two leaders of the Miraculous Team stepped forwards and groaned, starting to feel the strain of the long battle.

"Careful, you two. We're immune to this guy's akumas due to our Miraculouses. You're not. Stay calm."

"Got it," Crystagirl said as she summoned her scepter to her hand and glared. "Crystem Sabris."

At that point, a large crystal sword grew from her scepter and she glared, swinging it to her side as Spidermonkey glared and Omni-Green blasted forwards with his gauntlets, sending out two green energy blasts, which Hawk Moth blocked with a dark shield.

"Surrender now and I _might _spare your lives."

"If you knew how us heroes act at all, you would know why we can't do that," Crystagirl said, swinging her sword forwards as Hawk Moth pulled his own blade out of his cane and glared as the two clashed as Chat Noir jumped in as Crystagirl leaped back and he started clashing as well, snarling at the psychopath before him as he focused.

"Cataclysm!" he shouted, his clawed hands glowing with black energy as he scraped them against the ground, causing a small quake that sent Hawk Moth off his feet as Crystagirl glared and focused, turning back into Omni-Pink before transforming into...

"Rockette!" she shouted as she struck a power chord on her guitar and flew forwards, sending a flaming skull to him as felt the full force of the attack and glared, a little hurt but still just as raring as ever.

"This guy is more stubborn than Vilgax," Omni-Green said to his sister as she twirled her guitar and glared.

"Doesn't matter, bro. We're sending this war pig crawling back to the sewer he came from," she said as she blocked a blow from his cane with an energy shield she generated from her guitar as she shouted out and ducked under, using her guitar like a staff against his sword as her brother transformed into...

"Big Chill!"

He unfurled his wings and flew forwards, phasing through his enemy's blows with his intangibility as Ladybug looked around and started focusing.

"Sixth sense time," she said to herself as her eyes showed her Big Chill and Rockette fighting for their lives followed by her own yo-yo and then Chat Noir and smirked to herself in mischief.

* * *

"Now," Lucky Girl said to her allies as Queen Bee and Rena Rouge levitated in the air and glared as Rena Rouge dispelled her illusions as Lucky Girl shouted out and got her by surprise with a blast of mana from her hands that sent Madame Romani flying backwards as she shouted out in fury as Madame Romani shot her head up and summoned two blades to her hands.

"Evil witch!" Flamingo and her copies all shouted as they surrounded her on all sides. "We're not scared!"

"Bring it on then," Madame Romani said as Queen Bee stuck out her trompo with a glare.

"Gladly."

She then spun her top around, creating a tornado quickly as she groaned from the effort as Lucky Girl shot her hand up and her tattoos glowed, her hands smoking with mana energy as she shouted out in fury as Flamingo snapped her fingers and her copies all shouted out as they swarmed the mad gypsy woman, shouting out in fury as they all swatted her, flying and slamming her with their canes, not letting up in the least bit as she shouted out in fury, blasting her best spells at them as they flew at her.

She did manage to destroy a few of the pink heroine's copies, but it was all for naught as Rena Rouge shouted out as she flew forwards and let loose the final blow to the head that managed to strike her forwards, sending her flying into Queen Bee's tornado as she shouted out in anger as she was whipped around by the force of the winds.

"Now, Lucky Girl!" Queen Bee shouted.

Lucky Girl nodded and closed her eyes before slowly opening them, revealing their glowing pink aura as she glared and put her hands together, slowly drawing them apart as she generated the largest ball of mana that she had ever mustered, her nostrils starting to bleed from the amount of pressure she was putting on herself.

"Here goes nothing," she said as she shouted out and tossed her mana bomb right into the tornado, which then detonated in a burst of pink energy, causing Madame Romani to fly back dazed into the Seine, groaning out in pain.

"That was a load off," Flamingo said as she groaned.

"Now we need to help out with the akuma," Rena Rouge said. "Let's go!"

They then all flew forwards to the Trocadero where the battle was raging on.

"How's it going?" Lucky Girl asked as she witnessed the team getting swatted like flies, only to land on their feet.

"Brutal," Matter Girl said. "This guy can absorb our powers and use them against us. He can only use them temporarily since I saw him stop using Louve's ice powers but his combos are good."

That was when she was suddenly swatted with a powerful blow from Absorber, using Antelope's superspeed and Kevin's strength against her, senidng her sprawling forwards across the ground, kicking up dirt and grass as she groaned.

"Man, I don't know how much more of this I can take," Dragonfly said as she groaned as she caught her frisbee that Absorber blocked.

"We've dealt with worse," Arachnid said as she groaned.

"You want me to use Shadow Protocol?" Corbeau Noire asked as she flew upwards next to her girlfriend.

"Not yet! Only when we have no other options," she said as she suddenly felt her arm get grabbed by Absorber as she felt a sample of her powers getting sucked out of her.

Absorber then kicked her aside and multiplied himself into 20 as he shouted out and rushed forward, grabbing Lucky Girl by the chest and then absorbed a sample of her powers. She shouted out in pain as she felt a sample of her mana being drained out of her slowly before Absorber tossed her to the ground before she was caught by Kevin before getting her bearings and she set her feet on the ground.

Soon enough, hundreds upon hundreds of mana bolts were flying through the air as the assembled heroes all gathered around each other and Carapace and Lucky Girl nodded to each other before they both brought their hands up, both generating their respective force fields, the pink and green energies blending with each other and strengthening each other twice as normal.

Carapace opened a few holes in the shield to allow the heroes who had projectile attacks to blast forwards, destroying a few of Absorber's clones, sweat visible on their faces as Antelope saw Reptile start to stir as he nodded to the Anodite hybrid.

"Reptile, 10:00," he said as Lucky Girl nodded before blasting a ball of magenta fire forwards, blasting into Reptile and sending him crashing into a park bench with a shout.

"You know, usually going against guys like this is the twins' job!" Kevin shouted.

"The twins are dealing with our mortal enemy right now!" Rena Rouge said as she groaned out, fatigue starting to set in. "Man, I don't know how much longer we can take this."

"This guy just won't quit!" Arachnid said. "And sooner or later, we're going to run out of gas!"

"This guy can run out of gas on our powers too," Matter Girl said as she looked to see the heroes around her, clutching her fist open and closed, thinking. "And he's not the only absorber in town."

"You want to absorb some of their powers?" Kevin asked.

"Maybe. I know what you went through when you were absorbing energy," she said. "But I've been practicing by absorbing small amounts and raising the dosage little by little so I don't go insane."

"But absorbing some of their powers might be too much for you to handle. You could mutate like Kevin did," Lucky Girl said, blasting out some more spells.

"Let's see how Huntress does first."

"That is, when she's ready."

* * *

Huntress groaned out in pain as she was tossed into Grizzly Bear and they both slumped down against the fire escape before getting back up, sweat pouring down their faces.

"Oh, and I thought the guys we fought back in America were tough," Huntress said. "This guy is just hardcore."

"Now you know how I felt when I first fought this guy," Grizzly Bear groaned outwards before he felt something tapping his shoulder.

He looked upwards to see Forest Doe on the fire escape, smiling to him and giving him a thumbs-up before vanishing from sight, using her invisibility.

"Okay, girls," he whispered. "Here's the plan. We just have to get him into position for Doe to blast him. Then, we can finish him off with our best moves."

"Sounds good," Corbeau said, flying up as Brutus looked to Huntress drawing her dagger knives and spinning them in her fingers.

"Funny," he said. "The Huntress teaming up with the animals."

"Nature is a hunter's best friend."

Grizzly Bear then grabbed her pelt shirt and tossed her towards their mutual enemy as she shouted out her war cry and stabbed him in the shoulder blades, causing him to shout out in pain before he grabbed her and then tossed her to the ground, drawing a dagger of his own and attempting to bring it down on her.

Thinking quickly, she took her spear and used all the strength she had remaining to restrain his arm and hold it back, not wanting him to stab her in the chest.

"You fought with honor, young warrior," he said. "But you must be defeated. Please do understand, I hold you in the highest respect."

"As do I," Huntress said with a groan of effort. "But it's not over until it's over!"

She then looked and saw Corbeau fly forwards and shoot out a beam of light from her hand mirror that briefly blinded Brutus and caused him to lose his focus as Huntress stabbed her spear into the ground, swinging herself up on it and then she spun herself around, kicking Brutus in the face several times before backflipping and then smiled, flipping her long raven hair back and she groaned outwards.

"Now, FD!" Grizzly Bear shouted.

Forest Doe appeared on the fire escape and then shot three of her arrows outwards that struck Brutus in the chest as he witnessed Huntress catch him with her spear and gave a strong kick to the face with a shout as Grizzly Bear smiled and gave him two powerful hooks to the face and chest, sending him to the ground.

"Caught you by surprise, huh?" he asked as he slammed his two brass knuckles together and smiled, generating his energy.

"Corbeau, now!" Forest Doe shouted as the raven hero shot her hands and mirror upwards and manipulated Brutus' own large shadow to bind him to the ground as Huntress smirked.

Grizzly Bear shouted out and slammed the rooftop with both of his glowing knuckles, causing the concrete to severely crack and start to cave in, sending dust up into the air around Brutus as he witnessed, stuck in his own shadow bindings as Corbeau kept her focus with a glare as the cracks formed a circle around the lieutenant and Huntress gave a smirk as she gave a cheeky smile.

"The thing about street fights," she said with a wink. "The street always wins."

She then lifted her leg up and slammed it down on the crack hard, causing the floor beneath Brutus to cave in and he fell down with a shout, barreling through the floors, hard concrete falling down around him as he smiled.

"He'll feel that in the morning," Corbeau said as she turned to Huntress who sheathed her weapons. "How did you figure out what to do?"

"We used his own strength and honor against him," Huntress said. "That's the oldest trick in the book. It's part of being a great huntress: knowing your prey."

It was at that point that she got a call on her Plumber's Badge and she reached down and picked it up.

"Talk to me Kevin?"

_"Lady, we need your help! We're getting our butts handed to us by this akuma thing! He can absorb any of our powers temporarily!"_

"So, what does this have to do with me?"

_"You don't have any powers! He won't see you coming!" _her sister's voice sounded over the badge. _"We need you now more than ever!"_

Grizzly Bear looked over the edge to see the battle between the gathered heroes and Absorber as they avoided his blasts while Lucky Girl sent her mana and spell blasts at him, which he took head on before blasting his own mana outwards, which she barely blocked with a mana shield.

"We have to help them!" Forest Doe said.

"We'll go," Corbeau Noire said as she levitated in the air. "You two archers are better up here where he can't see you."

"You're right," Huntress said as she flicked out her bow and then looked outwards to line up her shot as Grizzly Bear leaped downwards and charged his opponent as Corbeau flew alongside him, her mirror at the ready as they landed on the ground and charged forwards and then Forest Doe looked to her as she focused on the rim and lined her shot up.

"How's it going?" Corbeau asked her girlfriend as she appeared beside her.

"Not too well. Reptile and Madame Romani are down for the count but this guy is relentless," Flamingo said to her.

"You want me to do Shadow Protocol?"

"Not yet! We have a plan. It might work. Then, we go after Hawk Moth."

Matter Girl looked up to her and saw Absorber floating in the air, his clones having dissipated into smoke, Flamingo's powers wearing off.

"Bear," she said. "Throw me to him."

"You sure?"

"I think so," she said, prepping herself as she saw him and cracking her joints in preparation.

Grizzly Bear then grabbed her in both arms and tossed her like a javelin towards the akuma as she shouted out and headbutted him and grabbed his hands.

"Let's see how you like your own medicine, asshole!" Matter Girl shouted, grabbing his hand and then absorbing the energy that he had within him, copying his current powers and she shouted out in anger, blasting at him with a mana blast as her eyes glowed white and he was sent barreling downwards as Antelope looked upwards to see the slaughter happening.

"I am so in love with her right now."

"What?" Dragonfly asked, looking to him.

"Nothing!"

"Let's help! We're not letting the Americans have all the fun!" Louve Grise shouted as she ran upwards and leapt off of Antelope's shoulders, before giving out a few icy slashes with her fans and smashing Absorber down, right where he was smashed with Absorber's bat, sending him flying back.

Queen Bee smiled as she sent a tornado flying towards him as Dragonfly smiled and then sent her frisbee into it, smashing into him several times thanks to the erratic winds that dissipated as Flamingo multiplied herself and then smashed him several times with her cane as her girlfriend blasted him with her mirror as Lucky Girl appeared beside him and blasted him with her best mana blast, right before he fell down into a double punch from Kevin and Grizzly Bear.

It was at that point that Huntress and Forest Doe looked from the rooftop and smiled, drawing their bows back.

"Wait for it," Huntress said, pulling back the string as Arachnid lassoed him and tossed him into a kick from Panda Rouge.

"Whoa," Rena Rouge said as she leaped up and punched him and whacked him with her flute staff with a smile. "He was making mincemeat out of us but once we got the upper hand, we got it."

"That's what happens when you have some reinforcements," Matter Girl smiled as she let the energy out of herself and set herself down, before groaning outwards in exhaustion.

"I'll help," Carapace said as he set his hand on her and used his healing powers on her to get her energy back. "Better?"

"Much."

Absorber was tossed into the air thanks to Queen Bee and Louve Grise's blizzard combo as Huntress and Forest Doe let their arrows loose, hitting him dead on as they sent him crashing back down into the ground with a groan of pain.

"It's over, Absorber! Yield!"

"Never!" he groaned outwards in pain.

"Good enough for us," Dragonfly said as she looked to Kevin and Lucky Girl. "Do your thing."

Lucky Girl smiled as her tattoos and eyes glowed brightly and she shouted out in fury, sending her best magic blast forwards, slamming rightly into Absorber as Kevin absorbed the ground and then smashed him into the ground, sending him sprawling backwards as he groaned and fell unconscious, the dark akuma bursting from his body, fluttering upwards.

"May I do the honors?" Dragonfly asked as she charged her frisbee as the rim started to glow brightly and she smiled. "No more evil-doings for you, you stupid akuma butterfly! Time to relinquish you from evil!"

She then tossed her frisbee like a boomerang that destroyed the akuma in an instant before she caught it in a heartbeat.

That was when Absorber's form faded away to reveal Joe, who rubbed his head, graoning outwards.

"Ugh. What happened?" he asked.

"That takes care of Hawk Moth's lieutenants and akuma. Now we have to help the others with Hawk Moth," Rena said.

"Let's go!" Huntress said as she and Forest Doe ran up and they all ran or flew over to the sounds of the fight by the bakery where the fight with Hawk Moth was going on.

* * *

Rockette shouted out as she was blown through the doors of the bakery where Marinette lived as she startled Marinette's parents, Tom Dupain and Sabine Dupain-Cheng as they looked to see the Zepplian groan as she stood up and grabbed her guitar with a groan as they looked to her.

"What's up?" she asked with a groan. "Hey, you got any of those famous macarons I've heard about?"

Stunned, Tom reached into the display and handed her a pink macaron, which she bit into and fell immediately in love with at the first bite, re-energizing her spirits almost immediately.

"Aw man. Best macarons ever!" she shouted before running back towards them and then she played a power solo on her guitar before sending an electric shock out from the neck, blasting at Hawk Moth as he endured her charged blast as Big Chill flew overhead and set back down, blasting out with his gauntlet as Hawk Moth deflected his blasts with his cane and blade as he looked at the two sets of leaders with a glare as Ladybug and Chat Noir spun their yo-yo and staff respectively and Rockette glared, clutching her guitar with a savage look in her pink eyes.

"Why do you continue to fight when you know I am clearly superior to you?" Hawk Moth said. "You've put up a good fight, but I am clearly superior to every one of your forms. You stand no chance."

"Because we're heroes," Ladybug said.

"It doesn't matter how powerful you get," Omni-Green said. "The battle's not over as long as we're still breathing because that's what heroes too."

"We're citizen soldiers," Rockette said. "You can beat us down, but you'll never break our spirits."

That was when the other members of the assembled heroes came up.

"His lieutenants and Absorber?" Chat Noir asked.

"Down for the count and purified," Rena Rouge said with a confirming nod.

"So, they have failed me yet again," Hawk Moth grumbled as they looked on with a smile.

"That's what happens when you get a little help from your friends," Rockette said as Omni-Green smiled and slammed his Omnitrix core down, becoming...

"Chromastone!" he shouted.

Ladybug then smiled as she shouted out and spun her yo-yo around, wrapping it around Hawk Moth with Arachnid restraining him with his lasso as well as Lucky Girl, Rockette, and Louve Grise looked to the crystal alien and smiled.

"Now?" Lucky Girl asked.

"Now."

Rockette fired an energy beam from her guitar with Lucky Girl backing it up with an energy beam as Louve Grise fired a steady stream of ice outwards, which all hit Chromastone point blank, charging him up with energy as an ultraviolet aura appeared around him as Hawk Moth struggled in the grip of Ladybug and Arachnid as they groaned.

"Hurry! I don't think we can hold him much longer!" Ladybug shouted.

Chromastone shouted out as he smiled before shooting his arms out. "Time for Hawk Moth to taste the rainbow!"

He blasted his massive ultraviolet ray outwards as Ladybug and Arachnid hit the dirt, causing him to be bathed in the powerful energy, which quickly drained him, causing him to hit the ground as the 20 young heroes all gathered around the downed psychopath as he growled hatefully as they smiled, knowing he was obviously drained of energy.

"Had enough?" Huntress asked, aiming her spear at him.

"This isn't over, Miraculous Team. I will get my revenge on you yet. And you as well, Omni-Team," he spat before he was enveloped in black-purple smoke vanishing from view as the news crew all gathered around and cheered as Ladybug summoned the Ampulla Amulet and activated, letting a single grain of sand drop, instantly turning back the physical clock and reversing all the damage that was done to the surrounding areas as if nothing happened.

The cameras all surrounded the 20 heroes as the people all cheered them all on, some of them smiling at the applause and attention while others were simply playing it up, signing a few autographs.

"Okay, now that that's done..." Queen Bee whispered. "I believe we have a ceremony to attend."

"You got that right. All of us," Ladybug said, jabbing her as they turned to the Omni-Team, knowing what they had to do.

"Let's get out of here," Matter Girl smiled as she pounded her fist into her hand and they all ran off through the crowd, moving away as they all smiled and ducked into a large alleyway, transforming back as the kwamis all appeared and congraulated the team.

"No wonder you tied with my sister, Ally," Alya said "You're tough as nails. Just as tough as her and she's not even a superhero like we are."

"That happens when you grow up on the streets," Allison smiled, rolling her fist.

"Congratulations can wait. It's time for the ceremony," Mika said.

"Mika's got that right," Tamara said as the Omni-Team smiled to the Miraculous Team.

"You can trust us with your secret. Just like we can trust you with ours," Ben said.

"Ditto," Jen smiled as they took the hands of six of the heroes, teleporting to the Garden of the Ancients.

* * *

Once at the garden, the group walked into the Guang Baohu Temple, noticing that it now looked like the inside of a Shinto Temple from myth with the smell of incense and vanilla in the air as the Miraculous Team looked on and smiled, as they took sides.

"Go on," Marinette said. "Step forwards."

The Omni-Team did so before kneeling before Master Fu with a look of determination.

"Why are we doing this again?" Kevin asked.

"Show some respect, this is serious!" Gwen glared.

"Ben Tennyson, Jen Tennyson, Gwen Tennyson, Rebecca Tennyson, Kevin Levin, Allison Levin… you are here, because you have discovered the identity of one of the miraculous holders. As such, we have all decided to grant you the highest honour one can receive from us... becoming the keepers of the secret of the Miraculous order. Tell me, is it your wish to become a keeper of the secret?" Master Fu spoke in a gentle yet serious tone.

"Yes, Master Fu," Jen said, speaking for the group.

"Then, repeat" after me. I, (say your name here), solely swear…" -Master Fu

"I, Ben Tennyson/Jen Tennyson/Gwen Tennyson/Becky Tennyson/Kevin Levin/Allison Levin, solely swear…" -they all chorused, Kevin rolling his eyes.

"… to protect the secret of this order…"

"… to protect the secret of this order…"

"…by not revealing what I know to anyone outside of it…"

"…by not revealing what I know to anyone outside of it…"

"… And to always be ready to help the Miraculous heroes, in their time of need."

"… And to always be ready to help the Miraculous heroes, in their time of need."

"With that, I pronounce you six Keepers of the Secret," Master Fu said. "And, so you might be recognized by others who might also become keepers, we now bestow these upon you."

It was then that all the kwamis gave hands, forming a circle. Focusing, they started to glow. This glow lasted only a few seconds, after which six small pieces of golden metal in ancient Chinese symbols, with small tiny golden chains attached to them. Grabbing the necklaces, he placed them around the little girl's neck, smiling.

"Promise to never take them off. They'll not only signify you as Keepers to Manon and future Keepers of the Secret, but they will also protect you," Master Fu said with a nod.

"No offense, Master Fu," Becky smiled. "We're superheroes too. Danger follows us wherever we go."

"But we'll always be ready for it. We always have been," Allison said.

"Then I hope you packed your dresses for your vacation. Because you're all invited to my birthday cotillion in three days," Chloe smiled as she crossed her arms and smiled to the American heroes.

"Done," Jen said with a smile. "I was hoping to save my dress for prom night, but this works."

"Sure," Ben said with a smile.

"Do we have to?" Kevin asked with a groan.

"Yes, we do. It's impolite, especially since she's the mayor's daughter," Gwen said with a groan.

"Let's do it," Allison said with a smile as she tucked her new necklace into her shirt and smiled.

"Get ready. It's going to be the last day of our vacation," Ben said.

* * *

_#3 days later#_

It was night time at the ball room of the Le Grand Paris hotel as The Miraculous Team, clad in their homemade suits and dresses courtesy of Marinette were gathered, discussing the last few days with their new friends and smiled, raising their glasses of soda and punch to them as they smiled as Chloe stood up and Sabrina walked over to her with a gift.

A string section consisting of cellos and violins played throughout the ballroom.

"Man, it's boring here," Kevin said as his sister, clad in her black dress with a bow at the side and her hair in a ponytail, smiled, jabbing his arm before taking a bite out of a macaroon, which Marinette had provided from her family's bakery.

"Lighten up, little bro. I know you haven't been invited to a party before, but you could act a little more enthusiastic."

"I don't see that happening, sis," Kevin said and then sighed as Gwen walked over and took a bite of her crostini with chicken liver pate and smiled at him.

"So, how's the party?"

"It's fine, Gwen. Chloe knows how to throw an elegant party," he said. "And that's part of the problem. You know I'm not elegant."

"Both are true," Gwen said with a smile. "But this spread is amazing."

"That I'll admit is true."

Marinette was on the dance floor, dancing with Adrien with a smile as they looked up.

"You think we can trust them?" Adrien asked as he looked to the twins talking to each other as Marinette smiled as they passed by Rose and Juleka dancing as well.

"We're separated by the ocean, Adrien. Plus, they're superheroes too. We'll be fine."

Ben and Jen smiled as they looked to each other.

"So," she said to him, clinking their punches together in cheers. "We've had one crazy vacation, haven't we bro?"

"We sure did," Ben sighed, sitting down. "Nothing like what Mom and Dad had planned, eh?"

"Not at all," Jen said as they hugged. "Would you do it again?"

"Oh, in a heartbeat," Ben said as they both laughed together, cracking up. "In a heartbeat."

"Happy birthday, Chloe," she said with a smile as Chloe took the box and jabbed her best friend in the shoulder, adding her gift to the top of the stack.

"I'm sure it's going to be the best from you, Sabrina," Chloe smiled. "After all, you are my best friend."

They hugged before Sabrina walked off before Chloe's butler, Jean walked over and looked to her.

"Ms. Bourgeois, I have bad news," he said. "Jagged Stone called out sick today. He's not going to be able to perform."

"What?!" Chloe asked. "But Daddy specifically requested him to perform at my party tonight! Tonight's going to be a disaster!"

Jen heard this and looked on as she walked on over and put her hands at her sides, seeing the roadies set up guitars, drums and a piano on the stage by the string section.

"What's this I hear about Jagged Stone?" she asked as Allison and Becky walked over to her sides.

"He's sick. He can't go on tonight," she said. "And I have no one else to perform."

"Jen will perform!" Allison said as everyone looked over to her as her cheeks turned beet red and she gasped.

"Me?"

"Yes, you. You're an amazing singer and you have some really good songs in your collection. You'll do great," Becky said.

"You always do," Ben said, jabbing his sister's shoulder as she smiled and looked to the stage.

"Alright," she smiled. "I'll do it for you, Chloe."

"Let's hear it for Jen!" Sabrina said to the crowd as they all applauded Jen as she took to the stage as she ducked backwards and then snapped her fingers, activating a spell which summoned a stack of song sheets for her latest creation that she handed to the band members as she nodded her head and then took a guitar, which she slung over her shoulder and then smiled.

"This one's for our new friends," she said as she nodded to the band, the piano starting to play with the string section slowly playing as she started strumming her guitar rhythmically and then singing into the microphone.

**"I woke up this morning  
With this feeling inside me that I can't explain  
****Like a weight that I've carried been carried away  
Away.  
**

**But I know something is coming  
And I don't know what it is but I know  
It's amazing, it saved me  
My time is coming  
I'll find my way out  
Of this longest drought."  
**

It was at that point that the rest of the band all kicked in, hitting it into high gear as she reached the chorus.

**"And it feels like today, I know  
It feels like today, I'm sure  
****It's the one thing that's missing  
The one thing I'm wishing  
****The last sacred blessing and hey  
It feels like today  
Feels like today**

**You treat life like a picture  
But it's not a moment that's frozen in time  
It's not gonna wait til you make up your mind  
At all  
**

**So while this storm is breaking  
And while there's light at the end of the tunnel  
****Keep running towards it  
Releasing the pressure that's your heartache  
****Soon this dam will break  
**

**And it feels like today, I know  
It feels like today, I'm sure  
It's the one thing that's missing  
****The one thing you're wishing  
The last sacred blessing and hey  
It feels like today  
****It feels like today  
Oh, oh, oh, whoa  
Oh, oh, whoa!  
**

**It feels like today, I know  
(Feels like today)  
****It feels like today, I'm sure  
It's the one thing that's missing  
****The one thing you're wishing  
The last sacred blessing and hey  
It feels like today  
(Feels like, feels like, your life)  
Feels like today  
(Feels like, feels like, your life)  
**

**It's the one thing that's missing  
****The one thing you're wishing  
****The last sacred blessing and hey!"**

That was when the music briefly stopped, leaving the dancing audience all stunned at Jen's beautiful voice with a smile before she finished with strumming the guitar with the backup singers finishing with her.

**It feels like today  
(Feels like, feels like your life)  
Feels like today  
(Feels like, feels like, your life  
Changing...)**

With the song finished, the audience all applauded and cheered wildly as Jen set down the guitar and hugged her brother with a smile as the Chloe and Marinette walked up to her and jabbed her arm.

"Great job, girl," Marinette said. "You're great."

"So," Ben said to Chloe with a smile. "Is she as good as we told you?"

"No," Chloe scoffed as everyone turned their heads to her and she smiled. "She's better. Your sister has a gift."

"It's not the only gift, you know," Jen said.

"Of course."

It was at that point that the party continued and they all danced the night away as the Omni-Team looked on.

"We're telling them about the Highbreed, right?" Gwen asked.

"Duh. We'll tell them before we leave in the morning," Allison said.

They then all continued partying, knowing that they had just added 14 more members to their ever-growing team against the DNAliens and the Highbreed. This was going to be epic when they finally faced off.

* * *

**Next time on Ben and Jen 10: Alien Force  
**

**Darkstar Rising**


	19. Darkstar Rising

Kevin drove his car with Allison driving her bike along the rear as they moved in towards a warehouse before they parked alongside the road and looked forwards as Kevin looked on and folded his arms.

"Are you sure this is the place, Ben?" he asked.

"That's what our tip said," Ben said.

"Yeah, that's what worries me," Kevin said. "You don't get tips. _I _get tips. You don't have any connections."

"The L-Crew, the Plumbers kids, Scarlett and the Protectors, oh, and now the Miraculous Team," Jen said. "We have plenty of connections, Kevin."

"Oh, and Allison and our cousins."

"It's true. They do know us," Allison smiled as she crossed her arms and moved forwards with Gwen and Becky.

"Real nice support there, Ally," Ben said with a groan.

"We could just go look and see," Gwen suggested.

The twins nodded as Gwen and Jen created mana platforms like a staircase and the team moved upwards to the rooftop before looking through the glass rafter to see the Forever Knights moving a bunch of wooden crates into trucks.

"Forever Knights," Kevin said, absorbing the concrete from the roof.

"Up to no good as usual," Becky said as the team suited up.

"Showtime," Ben said as he and Jen transformed into...

"Chromastone!"

"Discharge!"

Chromastone leaped forward, breaking the glass rafter as Discharge dissolved her entire body into electricity, traveling through the power lines as Kevin, Matter Girl and Huntress leaped downwards, landing beside Chromastone as Discharge appeared and generated electricity from her hands with a glare as Lucky Girl levitated herself downwards and they all took a fighting stance.

"Alright! Nobody moves, nobody gets hurt!" Chromastone shouted.

But, much to their astonishment, they saw the Forever Knights continuing with their business as usual as if the team had never arrived.

"Uh, hello?!" Matter Girl asked.

"Did you hear us?!" Discharge asked.

"I don't think so," Huntress said as she stuck her spear out passed it straight through a Forever Knight, passing through him like thin air.

"Holograms," Lucy Girl realized.

"Good guess," a gruff voice said.

The holograms shimmered sharply before disappearing entirely.

A fish-like alien in a Plumbers suit then pocketed the generator before walking up to our heroes.

"Magister Gilhil of the Plumbers," he introduced. "Magister Prior Gilhil. I'm the commanding officer of this entire quadrant. You're all under arrest for impersonating officers of the law."

He produced his badge and the team all gasped out in shock.

That was when the twins stepped forwards and then transformed back to human form as the others deactivated their suits.

"Under arrest for _what?!" _Ben asked.

"Impersonating Plumbers. We're the only law enforcement organization recognized by all signatories of the Milky Way Treaty. That makes what you've done an interstellar-class felony."

"Sounds bad," Kevin said as Becky facepalmed.

"If I were you, I'd keep my big mouth in check."

"If I were _you, _I wouldn't threaten someone who could kick your can halfway up the street and back."

"You feeling froggy, son? Then jump."

Kevin stepped forwards with a glare before Allison laid a hand on his shoulder.

"And if you're feeling smart, don't."

Kevin glanced to Gilhil, who only smirked at him with him returning the favor.

"Ribbit."

He then charged forwards with a punch, only for Gilhil to catch his fist and then moved it downwards, breaking it before he tossed Kevin across the way into a bunch of crates, sending him crashing into the wall.

Gilhil moved forwards and looked plainly.

"Stand down, son."

Kevin growled, pressing his hand against a beam and absorbing the steel from it, giving two strong uppercuts to Gilhil's jaw before he glanced and then looked on.

"As much as I'd love to going a few more rounds with you, I don't have the time."

He stuck a weapon out that shot an orange bola outwards that wrapped around Kevin's entire body and then levitated him in the air.

Ben and Jen went for their Omnitrixes as Gilhil aimed his weapon at them.

"Don't."

"Do," Becky whispered.

Gilhil fired his blaster out as Becky loosed an arrow outwards that broke the bola as the twins slammed the cores down, transforming into...

"Goop!"

"Kung Fang!"

Goop then used his levitation device to move forwards, oozing all around the Magister and knocking his weapon out of his hand as Kung Fang moved forwards and then sliced it to bits with her katanas before sheathing them gracefully as her brother constricted himself around Gilhil, knocking him to the ground before forming his head from the gelatinous mass.

"You wanna talk? Then let's talk."

* * *

On the rooftop they were just on, the twins had changed back to normal as Kevin paced around while the others stood patiently in front of Gilhil.

"I don't see why we have to talk to him," Kevin shrugged.

"Because I'm the Plumber officer in charge of this whole section of space."

"Then you would know that we're the good guys," Ben said.

"What I know is that over the last couple of months, I've had several reports of the six of you kids passing yourselves off as Plumbers."

"Our grandfather was a Plumber," Gwen said.

"Max Tennyson. He was a good man. But that doesn't make _you_ Plumbers."

"Um, we're not. We're just superheroes. We're not the only ones on this planet," Jen said.

"And _you two," _he said to Allison and Kevin. "You don't even have a claim by blood."

"Yes we do," Kevin said. "Our father, our real father was-"

He then turned to Allison, who had her eyes as wide as dinner plates, finally having the truth confirmed for her.

"Kevin? Ally?" Gwen asked.

"Nothing," Kevin shrugged. "Never mind."

"Remember what Xylene said five years ago?" Becky whispered. "Their father was a Plumber."

"The point is," Gilhil continued. "There's a reason we shut down Plumber's operations on Earth five years ago. After Vilgax was destroyed-"

"You mean after _we_ destroyed him," Ben said, folding his arms.

"Credit where credit is due," Gilhil admitted. "But Earth is a backwater Level 2 planet. Without an imminent threat, I can't allow Plumber's resources to be wasted here. I've got over 300 inhabited planets under my watch."

"Look, Magister," Jen said. "Can we call you Magister?"

"The other Plumber we met was named Magister too," Gwen said.

"Magister Labrid, may he rest in peace," Becky said.

"Magister's a rank, not a name," Gilhil explained with a chuckle. "You pretend to be Plumbers, but you know nothing about the job."

"We've never pretended to be anything!" Allison shot.

"Aliens are attacking our planet!" Ben said. "We're just superheroes fighting to keep it safe!"

"We can't just sit here and do nothing. That's not what heroes do," Jen said.

"I've read a number of reports on your activities, Omni-Team. There is no evidence of significant alien activity here."

"We've seen them!" Ben shouted. "We wrecked one of their ships!"

"I've assigned a new Magister to this region. He'll check in on the Earth some time in the next few months. If you have proof, present it to him and let him take care of Plumber business."

"A few months?!" Jen shouted. "But by then, there won't be a world to take care of!"

"I'm inclined to give you kids a break. Ben, Jen, you wear the Omnitrixes so you already have special dispensation. The Galvan have requested that you two not be interfered with in minor matters. And the reports I've read indicate that as you say, you have never impersonated Plumbers. But you, Kevin-"

"Yeah. What?"

"You've got a record. You've done time in the Null Void for a variety of crimes."

"He's changed," Allison insisted.

"He's already done his time," Ben said. "He's been helping us."

"He's been impersonating a Plumber. Give me the badge you stole," he ordered as Becky sighed, reached into her pocket and produced the badge she took from Mike and placed it in his hand.

"Don't take my badge, man. Please."

"Now. Or you're going back to the Null Void."

"Just do it," Allison sighed, bowing her head.

Kevin reached into his pocket, produced his Plumber's badge and then dropped it into Gilhil's hand.

"Thank you."

Gilhil then pressed a button on the badge, shutting it down.

"You're free to go. But if you ever get involved in Plumber business again, I don't care what Azmuth says, you're all going to the Null Void. Even you, Ben and Jen."

The team then bowed their heads as Gilhil pressed a button on his suit and teleported away in a flash of blue light.

"Is this really it?" Ben asked.

"Is this the end of the Omni-Team?"

* * *

The next morning at Mr. Smoothie's, Ben and Jen got the collection of smoothies as Kevin sighed on his car with Gwen and Allison comforting him as Becky leaned against the car, sighing.

"Cheer up, guys," Ben said. "Mr. Smoothie makes everything better."

Kevin took a smoothie and then immediately spat it out in disgust. "How does turnip and wheatgrass sludge make anything better?"

"Well, I like it," Ben said as the others immediately took a step back from him. "Besides, it's also got ginger in it."

"Oh, ginger. That solves _all_ our problems," Becky said, rolling her eyes.

"Seriously, Ben," Gwen said. "Magister Gilhil pretty much just put the Omni-Team out of business."

"What are we gonna do now?" Allison asked.

"We're gonna keep doing what we've been doing," Jen said. "Find the Plumber's kids, fight the bad guys."

"He said he'd put us in the Null Void," Becky said. "I am _not _going back there unless I absolutely have to."

"He also said Plumbers never come around here anymore," Ben reminded. "We'll worry about when, or should I say if he ever shows up again."

"He took our badges," Kevin groaned.

"Badges? We don't need no stinking badges," Ben said.

"You think this is a joke, Tennyson?!" Kevin shouted, taking Ben by the jacket in anger.

"Kevin, let him go!"

Kevin then shouted out and tossed him onto his car, spilling the smoothies everywhere.

"Dude!" Jen said.

"I wanna be a Plumber, okay?!"

"So do I," Allison said as she looked to him. "When we were little, our mom would tell us stories about our dad. How he was a Plumber and how he did all this cool stuff. I thought she was fibbing back then, but now I know it's real."

"We never met your Dad," Gwen said.

"Me either," Kevin said.

"You did. You were just an infant then," Allison said. "You wouldn't remember. I was about four years old when he died."

"I still want to be like him," Kevin said. "Make him proud."

"That's why you know so much about the Plumbers and alien technology and everything," Becky realized.

"It's why I agreed to help you guys in the first place... mostly."

Kevin opened the car door and sighed.

"I need my badge back. It's the only thing that matters."

"I'm going with you," Allison said, getting on her bike. "For Dad."

"For Dad."

The two then drove out of the parking lot, leaving the Tennysons shocked at what had just happened.

* * *

Meanwhile, at a Highbreed base of operations, a group of DNAliens walked along the space, setting up some devices before looking up to hear some footsteps slowly approaching towards them.

The figure stepped out of the shadows to reveal himself as wearing a grey and black suit with silver gauntlets and a silvery mask on his face that concealed everything.

The leader of the DNAliens signaled his comrades to blast their slime balls at him, only for him to counter them with dark energy blasts before sending a dark energy beam forwards, knocking the DNAliens down.

He walked forwards towards the door to the base before ripping it from its hinges. The DNAliens wielded their laser lances forwards which blasted into the figure, but doing little damage. He glared and blasted an energy beam forwards that knocked them down before approaching forward.

A section of the ceiling opened over him and a DNAlien dropped down on him, only for him to grab his neck and then he threw him towards the wall, knocking him out.

Two more DNAliens walked forwards with laser lances and then the figure blasted forwards with his energy blasts, knocking them out just like the others before he broke the door off of its hinges and crumpled it up like a piece of paper and tossed it at the figure before him, sitting on his throne.

The figure turned himself around to reveal a Highbreed commander.

"Who are you?! What insignificant alien speck dares to enter the command center of a Highbreed lord?"

The figure said nothing as he approached the Highbreed with a glare.

"It doesn't matter. Dead men don't need names."

He simply swatted the figure towards the wall, creating a crater and kicking up a cloud of dust as some debris fell on him. But he simply lifted the debris off like it was nothing and tossed it aside.

"Nice shot," the figure finally spoke. "You're just as strong as I've heard."

The Highbreed hissed before unfurling his wings from his form as the figure tossed a piece of debris towards him and walked forward as the Highbreed recovered and growled angrily.

"That's it. Show me all your power."

The figure let loose a beam of energy that enveloped the Highbreed in a black and white aura, draining him of his energy.

"Give me your strength."

Once all his energy was gone, the Highbreed groaned out in pain on the ground as the figure kicked him over.

"What... do you want from me?"

"I want to make a deal."

* * *

At the Omni-Team's headquarters, Kevin was tuning up his car in the garage on the underseat as he saw two feet step in front of his car before he pushed his bench out to sneak a peek.

"Who's out there?"

"Us," Gwen said with Becky by her side, holding a cup. "I brought you something to cheer you up."

"Yeah, thanks anyway-"

"It's not a smoothie," she said, shaking the ice-filled cup before taking a sip. "See, regular soda."

"Yeah, okay," Allison said as she cracked a soda from the seat by her as Kevin took a sip.

"We were in the neighborhood and came by to see how you were doing."

"Fine, you know," Kevin said. "Listen, the two of us don't want to talk about our dad."

"It never crossed our minds to be honest," Gwen said. "I brought you a present."

She then took out a small bag and tossed a ball to Kevin, and he looked at the strange ball.

"What are these?"

"A wooden ball. Absorb it."

Kevin then absorbed the material from the ball, coating his hand.

"How about this one?" Gwen asked, tossing a metal ball to him, which he absorbed.

"Ball bearings made out of... ball bearing stuff," Becky explained.

"Stainless steel."

"We brought you a whole bag of them, all made of different materials," Gwen said. "That way, when we're on a mission, you and your sister can absorb anything you want."

"Thanks, but it doesn't really work that way unless you're really experienced," Allison said. "He need a lot of whatever we're absorbing to coat ourselves entirely until he gets more practice."

"Oh."

"And what makes you think that I'm still helping you guys anyway?"

"Because you changed," Becky said.

"Maybe, but I'm still on parole. That Magister can put me back in the Null Void any time he wants."

The four then sighed before they heard a crash and a rumble, looking to see the Highbreed lord form a hole in the wall with a glance towards them.

"Human scum!" he shouted. "I will cleanse the world of your filth!"

"Looks like I gave up the wrong day to give up fighting monsters," Kevin said, absorbing the material from his car.

"You think?" Allison asked as the team all transformed into their hero suits and glared at the Highbreed.

"It's a Highbreed," Gwen examined. "The twins said that they're too strong for us to fight."

"Well the twins ain't here!" Kevin said as he ran forwards, absorbing the concrete from the ground and ran to the Highbreed, punching him in the face and gut, but he stood solid before grabbing his face and tossed him into his car.

"Kevin!" Matter Girl shouted as she ran forwards, absorbing the stainless steel from the ball bearing and kicked him, punching backwards, morphing her hands into steel maces and punched him in the gut and head with a shout of anger as Huntress ran forwards and kicked him before whacking him with her spear with a shout as he grabbed her spear and tossed her into Matter Girl, sending them both back as Lucky Girl looked up with a gasp.

She then sent her glowing hands forwards, wrapping the Highbreed up in her mana grip before he used his strength to burst out of her grip, sending her to the floor alongside her sister and Matter Girl.

"Sis!" Huntress said as she shook Lucky Girl away and they looked to see the alien lord looming over them as Lucky Girl created a force shield around them that the Highbreed pounded down on, cracking it severely.

"That won't save you, human!"

He finally punched a final blow to the shield, causing it to shatter like glass before punching forwards as the girls all shouted out in fear... only for the sure-to-be-fatal blow never to come.

They looked up to see Kevin block the blow from them, causing the concrete armor to crack and fall off him before he fell into Lucky Girl's arms, unconscious.

"No!" she said. "How could you?"

"Like this!"

He reeled his arm back to attack, only for it to get grabbed by Ben as Humungousaur, who glared hatefully at him.

"Hey, ugly! Why don't you pick on somebody your own size!?"

He spun and tossed the Highbreed upwards through the roof of the headquarters and into the air as Firefox came rushing in and fired a flame blast from the roof onto him, which sent him crashing to the ground, forming a crater.

"I wouldn't if I were you, mate," she said as she saw him getting back up.

The Highbreed cursed in her won language as a beam of blue light came down and Magister Gilhil was standing there with a glare towards the Omni-Team.

"Didn't take you kids long to get yourselves into trouble again, did it?"

"US?!" Humungousaur asked. "We were just-"

"Attacking me for no reason!" the Highbreed shouted.

"You're the one who attacked _us _for no reason!" Huntress shouted.

"He's one of the aliens we told you about, mate," Firefox said. "They're attacking the Earth!"

"_Sure_, they are, kids. I want some proof."

"They attacked me for no reason. They said they were Plumbers."

"I've heard enough. You six are under arrest. And you, I don't know what's going on here, but I'm gonna find out. You're coming with me for questioning."

"I beg to differ," a voice said.

All eyes turned to see the figure that the Highbreed had met back in his lair.

"Nobody's going anywhere. Not until I make your power my own."

He enveloped his hands in his black aura and blasted forwards, sending everyone back as Lucky Girl shielded herself and Huntress as the figure blasted at the Highbreed, who was convulsing on the ground.

"Why?" he asked. "You promised that if I helped you- argh!"

"I can't be trusted."

The Highbreed, Humungousaur, Firefox, Matter Girl and Kevin all groaned out as they felt their energies being drained out. Humungousaur growled as he activated his growing powers, towering over everyone as he grew to sixty feet and his stegosaurus features grew more pronounced.

"I've almost forgotten how strong you and your sister are... Ben."

He then doubled the dosage of his power onto the twins they each groaned outwards in pain before they were forced out of their transformations and sent sprawling to the ground with a thud.

"Who are you?" Ben asked. "And how did you know who..."

Jen gasped in realization before turning to Lucky Girl and Huntress.

"Gwen! Run!" she shouted.

"What?"

"You've got to get out of here! You're our only hope!" Ben shouted. "Run!"

They then both groaned outwards, falling unconscious as Lucky Girl deactivated the forcefield and sent a mana wave forwards to counter his blast before running for the dirt as Huntress ran beside her.

Lucky Girl then created a forcefield around them as they both hopped over the wall.

"You can't run forever, lovely Gwen. Or you, Becky. I'll have my revenge on you, too. But first thing's first."

He turned to the six unconscious figures before him and stepped forwards.

* * *

They met back at a familiar hideout by the river as they were all stuck in some sort of energy tube, wrapped in chains and hanging in suspended animation.

"I don't understand what's going on," Gilhil said. "That's the guy who tipped me off that the six of you were impersonating Plumbers."

"Yeah, and he scammed big ugly too," Kevin said, causing the Highbreed to growl at him.

"He's got a point, dude," Allison said. "He did. Don't snarl at us."

"We know who he is, Magister," Jen said.

"Do you really?" the figure asked as he looked at them from the ground.

"Of course we do," Ben said. "You'd have to be somebody who knows all about the Plumbers and the Highbreed to pull this off. But most importantly, you'd have to be someone with a grudge against us."

"Yeah," Jen said, glaring hatefully. "Why don't you take off that stupid mask... Michael?!"

"Wait," Kevin said. "That's Michael Morningstar?!"

"The creep who stole all his powers from us and those girls at his prep school?" Allison asked.

"When you ruined my plans, you nearly destroyed me. But over the weeks, my powers returned, stronger than ever. But so did my power. My old method of feeding is no longer sufficient."

"Oh, so the high school girls are too tough for you, huh?" Ben asked.

"On the contrary. I needed more power than they could supply. Michael Morningstar no longer exists."

He then reached for his helmet, pulling it off and fully revealing himself to the team, who recoiled in disgust at his ugly zombie-like appearance.

"Now, I am Darkstar. You did this to me and now, you will feed my hunger."

He then blasted his black energy beams forward, beginning to drain his prisoners dry of their energy as they groaned in pain.

"I will take your strength and make it my own until you have no more to give!"

"Can you reach your Omnitrixes?" Kevin asked with a groan. "Maybe Alien X?"

"No!" Ben shouted.

"If he absorbs all of that power, nothing will be able to stop him!" Jen groaned.

"Eventally, I'll have it all anyway," Darkstar said.

"Mike!" Gwen shouted.

He turned to see the two sisters glaring as Huntress cracked her knuckles.

"Ew," Becky said at his appearance. "I swear that you were better looking when you and my sister went out."

"Hey, I was there too, you know!" Jen shouted weakly.

"Laugh while you can. I have all the power of your teammates, plus the Highbreed and Plumber combined. How can you two possibly hope to defeat me alone?"

"Who said we were alone?" Gwen asked with a smirk.

The windows suddenly burst open and tons of DNAliens came through the windows and doors to surround Darkstar.

"They're pretty mad about you kidnapping their boss."

They charged forwards and Darkstar hurriedly drained the energy from them one by one, leaving them as empty husks as he tossed them aside, only for him to more to charge as he drained their energy as well as they swarmed him hard.

Gwen snuck by the distracted Darkstar as she blasted forwards to the field generator, dissipating the shield as Kevin and Allison absorbed the metal from the chains before breaking them and doing the same to their teammates and Gilhil.

"Thanks, kid," the latter said to Kevin.

"What about me?" the Highbreed asked, still chained.

"Hang in there. We'll get you later," Ben said as the team ran forwards to Darkstar, who was up to his eyeballs in DNAliens.

"There's too many to absorb!"

"And the bad news keeps on coming," Gwen said as she blasted forwards to Darkstar, who flew back as Allison ran forwards and slammed him with her spear as the twins transformed into...

"Echo Echo!"

"Firefox!"

Echo Echo let out a sonic scream combined with a fireball from Firefox, as Darkstar fell into them and Gilhil blasted them before they quick-changed into Spidermonkey and Kung Fang with a swift double-kick and he fell into a hammer arm from the Levins as they transformed into Jetray and Discharge as they let loose a blast of electricity and neuroshocks to him, sending him sprawling downwards towards the hole as he groaned in pain as he saw a flash of green.

"Nighty night," Humungousaur said as he dropped on him, creating a powerful crater and sending debris flying as Gwen protected the others with a shield.

Becky and Allison looked around to see nothing else.

"The Highbreed is gone," Becky said.

"The DNAliens must have sprung him while we were fighting," Kevin surmised.

Darkstar groaned in pain as the twins transformed back and panted in exhaustion from the amount of energy they exuded.

"You okay, guys?" Allison asked the twins.

"Tired," Jen said.

"Sit down and catch your breath," Gwen said.

"Good idea," Ben said as they sat down and started breathing.

"Is everything okay?" Gilhil asked.

"Everything's spinning," Ben said. "Going dim. Need... smoothie..."

"They're fine," Becky smiled as the twins fell asleep.

* * *

After the twins woke up, the team faced Gilhil, who had Darkstar in energy cuffs and inside an energy tube to keep him prisoner, smiling on proudly at them.

"You sure that rig will hold him?" Kevin asked.

"It's Level-6 technology, son. He isn't going anywhere but the Null Void."

"What about us?" Jen asked, folding her arms.

"I've been giving that some thought. You guys made a difference today."

"And?" Ben asked.

"Maybe I don't need to send good men to this quadrant. Maybe they're already here."

"What's that mean?" Kevin asked.

"You six have been drafted. Here's your badges back," Gilhil said, handing the badges back to Kevin and Becky, who smiled gratefully. "And some for you four as well. As of now, you are the only law enforcement in this quadrant. Do a good job."

He then pressed a button on his suit, teleporting away with Darkstar in tow as the Omni-Team examined their new badges.

"Alright!" Becky said, rolling her fist as Allison examined her badge with a smile.

"We're Plumbers," she said. "Officially."

Kevin smiled as he walked off.

"Hey, where are you going?" Jen asked as she pocketed her new badge.

"I've got to tell my Mom."

"Wait," Allison asked. "Mom's here? In Bellwood."

"Sure. I told her where we were and she packed her bags and got an apartment here. Wanted to be closer to her kids."

"I'm going too! I haven't seen her in forever!" Allison said as she ran up and they ran alongside each other, leaving behind four smiling Tennysons.

* * *

**Next time on Ben and Jen 10:**

**Alone Together**


	20. Alone Together

A battle was going on in an abandoned warehouse as the Omni-Twins dived behind some crates to avoid the explosives claws from a Highbreed commander as Huntress leaped off of one of her sister's mana platforms and then shot an arrow outwards towards the Highbreed, which prompted him to simply grab her arrow and snap it in two.

An energy blast shot out as the Highbreed looked over to see Lucky Girl advancing towards him and he blasted out his claws, which exploded against a beam.

"It's trying to run!" Lucky Girl shouted. "Kevin, Ally, cut if off!"

"On it!" Matter Girl said as Kevin leaped from the top row off a crate and onto the Highbreed's back as he struggled in his grip, only for him to simply toss him off of him into his sister with a shout of effort.

"We've got it covered!" Omni-Green said as he and his sister leaped up and transformed into...

_"Echo Echo!"_

"Discharge!"

Echo-Echo multiplied himself into 20 clones and they all ran surrounded the Highbreed as he pounded down on the ground, trying to leap away and landed behind Kevin with a glare, only for a flash of lightning to materialize into Discharge behind him as she smirked.

"Hey, Highbreed," she said as the Highbreed swiped at her with his strong claws, only for her to dissolve into static before materializing again and then she generated a powerful ball of lightning that she zapped at the Highbreed with a shout of effort as he cried out from the effort.

Matter Girl nodded and then shouted out as she absorbed the concrete from her ball bearing and then delivered a strong uppercut to him as Kevin ran up and gave a strong kick after absorbing the wood from the crates, sending the Highbreed flying back in a daze.

"Nice going, Mr. 'We've got it covered!'" Kevin shouted.

_"Hey, we're all over it,"_ Echo Echo said as his clones all leaped towards the Highbreed and tackled him into a crate, destroying it and sending him crashing to the ground.

"Don't touch me, creature!"

He then looked up and saw the teleporter from Los Soledad.

"Don't let him get in that thing!" Matter Girl shouted. "It's a teleporter pod!"

Kevin then shouted out and then pulled a rock from the ground and tossed it at the Highbreed, only for it to miss and hit the pod, activating it and zapping the Highbreed and Echo Echo as a portal opened.

"You've damaged the transmission field!" the Highbreed shouted as he and the Echo Echos were all sucked into the portal.

"NO!" Discharge shouted as she dissolved into electricity and then zapped herself into the portal at lightning speed just as it closed behind her, leaving their teammates in the warehouse alone.

"Ben! Jen!" Huntress shouted. "No!"

* * *

Soon after, on a distant desert planet far from Earth, the Echo Echoes all hit the ground with a groan as Discharge appeared from the portal in a flash of lightning as she glared, static dancing off of her lightning-blue pores as her tail lashed as she charged forwards as the Highbreed grabbed her tail and tossed her into her cloned brother, sending them crashing down.

"Ow," she said.

"Microcephalic vermin-ridden carcasses!"

"That was an insult, right?" Discharge asked, raising an eyebrow.

"Your friend interfered with the teleporter settings.

_"Well, to be fair, we were a little distracted," _an Echo Echo said.

_"What with you trying to kill us and all," _another Echo Echo stated.

"That's right. I was," the Highbreed said. "In fact, I still am!"

The Highbreed shouted out and then leaped forwards as the Echo Echos jumped out of the way and Discharge zapped herself forwards and blasted the Highbreed with lightning as the Echo Echoes blasted forwards with a sonic scream that blew the Highbreed backwards as he glared at the heroes... only to suddenly feel a rumble as the twins felt it too as they started losing their footing.

"Was that an Earthquake?" Discharge asked.

Everyone then looked down as a large red sand worm burst forth out of the ground and gnashed at them with its large teeth and the screen split into three as everyone shouted out in fear.

"Hit the dirt!" the Highbreed shouted as they fell forwards as Echo Echo was gotten by the worm's teeth.

_"Whoa!" _he shouted. "_Gonna need some back up!"_

He split himself into five clones as they all crawled along the worms' front to get on its large back as Discharge ran forwards before groaning out as she dissolved her entire body int blue electricity and zapped herself onto the worm's back.

"Okay," she said. "Let's give it a shot."

The Echo Echos then all leaped off of the worm before letting out a combined sonic scream, sending the worm off of its path as Discharge generated static by rubbing her hands together and she shouted out as she sent a large blast of lightning forwards that shocked the worm hard and it burrowed back into the ground.

After spending a lot of energy, the twins panted heavily as they hit their knees... just as the worm re-emerged and they all gasped in horror before it scooped up an Echo Echo clone, causing him to vanish into its maw before spitting him out in disgust before turning it's attention to the Highbreed, who was running away.

_"Highbreed, look out!" _Echo Echo shouted.

The Highbreed turned and fired its explosive claws doing diddly squat to the monster as it continued to charge forwards with a roar as an Echo Echo leaped on top of its back and then let loose his sonic scream from his maw as Discharge looked up before she dissolved her entire form into electricity and zapped herself all around the space worm's form and the worm shouted out in anger as the Highbreed tried his explosive claws again, which battered against the worm's form, causing it to burrow back into the ground and crawl away from the assembled party, causing the Echo Echo to fall on his butt as Discharge resolved her form again in a bright flash as she gt int a three-point stance before standing up and brushing herself off.

"What was that thing?" she asked.

"A Dravek," the Highbreed explained, panting heavily. "Its kind is numerous on this planet. _In_ this planet."

_"Then we'd better get off this planet before any more of them show up," _Echo Echo said as he and his sister walked off, leaving the Highbreed looking back.

_"We?"_

"Yes, we," Discharge said, looking back. "_You _couldn't defeat that thing alone and neither could _we._ If more of those things pop out, then none of us have any hope of getting off this planet alive unless we work together."

_"You know we're right," _Echo Echo said, crossing his arms.

"I know no such thing."

"We don't like this any more than you do," Discharge said as she and Echo Echo walked away and looked off into the distance.

_"So how do we get off this planet, wherever it's called?"_

"We are on Turrawuste," the Highbreed explained. "A desert world useful only as a teleporter relay station."

"So how come we didn't beam into the planet's teleporter?"

"The damage to the pod must have temporarily shifted the focusing access."

_"Can you fix it?"_

"If we find the teleporter pod station on this planet, we won't _need _to fix it. Simply avoid hitting it with a rock while it's activated."

"Okay. Where is it then?"

"Impossible to tell."

_"Impossible for _you _maybe," _Echo Echo said as he crawled onto a rock and then shouted out his sonic scream, activating his echolocation that relayed the information of the area back to him. _"That way."_

"If I was Kung Fang right now, I could do the same thing," Discharge said.

_"It's going to take a day or so to get there on foot. Let's go,"_ Echo Echo said as he and his sister ran off with the Highbreed looking on.

"Come on!" Discharge said. "The sooner we get moving, the sooner we get home!"

The Highbreed then looked to see Echo Echo scratching at his butt and then glared.

"Your kind disgusts me..."

_"Huh? What did you say?"_

"I will not allow such filthy creatures to spend a moment longer in my presence."

The Highbreed then turned and walked int the other direction.

"He creeps you out?" Discharge asked with a glare as she and Echo Echo adjusted their Omnitrixes and slammed the cores. "We can take care of that."

The two then transformed back to human form in a flash of green and pink light.

"See? We're really just plain old humans," Ben said.

"That is even worse! I shall traverse to the teleporter alone."

The Highbreed turned and walked away as Jen started to involuntarily twitch in anger... just as they heard the ground rumble again. A signal to another Dravek approaching.

"Yeah, no," she said, crossing her arms.

"We have to watch each other's backs. We don't want any more Draveks to show up on top of us... or under us," Ben said as the Highbreed turned away. "Now what?"

"If I am forced to travel with you two, then you must keep ten paces behind me at all times."

"But we're the ones who know the way," Ben said.

"Ten paces."

"Fine. Whatever," Jen said with a groan. "Let's just keep moving."

They then started walking towards the teleporter, preparing for a long journey.

* * *

Later, the group groaned outwards as Ben had taken off his jacket and tied it around his waist due to the heat and Jen tugged at her shirt, starting to feel the sweltering heat.

"Is this hot enough for you?" Ben asked.

"Yes."

"No," Jen said. "We weren't really asking, see. It's just an Earth expression. It means it's really hot out here."

"It is obviously hot. I do not see the point in reiterating what the three of us already know."

"Makes me glad I didn't say 'It's not the heat, it's the humidity.'"

"There is no humidity. It is, in fact, the heat!" the Highbreed snapped.

"We know!" Jen said. "Just trying to make conversation."

That was when they both saw the Highbreed groan outwards, collapsing to his knees, causing the twins to run up in concern.

"Do not lay your hands on me, vile thing!"

Ben then handed his jacket to the Highbreed.

"Here, you can use it to keep the sun off your head."

"I do not take charity from vermin. I merely... require a moment's rest."

Jen then looked to see the Highbreed start to shrivel up.

"Rest isn't going to cut it. You're already dehydrated," she said.

"The one true species thrives in a much cooler climate than this."

"Hey, humans prefer it colder than this too, but you're practically wasting away here. I've got something that can help all of us beat the heat."

Ben then adjusted his Omnitrix before slamming it down and transforming into...

"Big Chill!"

He then breathed his super-cold breath onto the Highbreed, who then protested against his efforts.

"Desist! Stop that this instant!"

"Why?" Jen asked.

"I did not request your assistance."

"We know. Chill, dude. He, see what I did there?"

"I do not."

"Humor's not a big thing on your planet, is it?" Jen asked before she looked over and raised her eyebrow. "Hey, what's that?"

They looked to see a crater in the sand with some water in it.

"Water!"

"Your powers of deduction are truly staggering."

"Oh, so you _do _know humor," Big Chill said.

"I'm getting a drink. I'll bring some back for you two."

She then walked over to the water hole and used her telekinesis to bring up some water, sipping it to her lips

Big Chill's eyes widened as he saw that four large black teeth appeared around his sister. "Jen, look out!"

Jen gasped before she pressed her Omnitrix and then slammed the core down to transform into...

"AeroForce!" she shouted before she burst out of the path of the Dravek's maw as fast as she could and then Big Chill flew to her and phased through the Dravek's mouth with his intangibility freezing it from the inside out. "It was a trap."

"Gullible prey can often be lured with the right bait. Many predators can use this to their advantage," the Highbreed explained.

The twins looked over their shoulders to see the Dravek start to break out of the ice.

"It's getting loose," Big Chill observed. "Let's get out of here."

"The pair of you cannot issue commands to me!" the Highbreed shouted. "None will. Lesser beings do _my _bidding."

That was when the Dravek broke loose of the ice that was restraining it.

"And I bid you two to fight!"

"With pleasure! You do the same!" AeroForce shouted before blasting herself forwards, kicking up sand and dust everywhere, blinding the Dravek as her brother went intangible and phased through its maw, freezing it again as AeroForce sent a small cyclone forwards that sent the Dravek flying back with a groan.

"I don't know how much longer we can keep this up," Big Chill said.

"Follow my lead," the Highbreed ordered.

"And do what?"

"Freeze it!"

"Um, already tried that."

"From _inside! _Keep him frozen until I say otherwise."

"You'd better be right about this."

Big Chill reared himself up and flew through the predatorial beast, freezing it completely as AerForce flew upwards with a glare.

"Now!"

Big Chill then flew out of the Dravek and then the Highbreed blasted his claws forwards into its frozen head, exploding outwards and destroying the creature, sending debris flying forwards.

"Oh yeah."

The Highbreed then groaned out in pain before falling to his knees and trembled.

"Are you alright?" AeroForce asked.

"Don't you dare! Leave me be. Now that the danger has passed, I can locate water myself."

His chest cavity then opened upwards, revealing red fleshy insides and he stuck out two tendrils from his chest into the ground, much to the twins' disgust.

"That is so wrong."

"There is water below the sand if one looks deeply enough."

He then focused, digging his tendrils deeper before finally finding what he was looking for beneath the surface.

"There."

"I didn't know Highbreeds were some kind of plant creatures," Big Chill said.

"The Highbreed is not 'some kind' of anything. We are the _only _kind."

The Highbreed then retracted his tentacles and then water started flowing from the sand.

* * *

At sunset, the twins had just finished hydrating themselves up as Ben and Jen followed the Highbreed to the cliff... just when they heard some rustling in the sand adn they looked to each other, concerned.

"Did you hear something?" Jen asked.

"I heard nothing, humans. Except you... which is the same as nothing."

"Whatever," Ben said as the pair followed him, completely unaware of the insects that were frming underneath the sand. Soon after, an entire swarm of sand insects appeared and started crawling after them.

"I believe that I am beginning to grasp your concept of _humor."_

Soon enough, the three heard and felt a massive rumbling beneath their feet and looked behind them.

"More Draveks underground?" Ben asked.

"Worse."

"What could be worse than-"

Jen stopped herself as she looked behind her and gasped as she saw the swarm of alien sand bugs approach.

"Dasypodidae."

"They're so small. How could these guys possibly be worse than Draveks?" Ben asked.

His thoughts fell on deaf ears as the Dasypodidae started crawling all over him, his sister and the Highbreed and started biting down, causing them all to yelp out in pain from the bites and fell to the ground as Jen shouted out and let loose a surge of mana from her body that sent the bugs off of her as she slammed her core down and transformed into...

"Firefox!"

Ben wrestled his hand out of the bugs and transformed into...

"Swampfire!"

The two then sent their fireballs at the Dasypodidae, killing a ton of them as Swampfire looked over to the Highbreed.

"This will only take a second."

That was when the three looked upwards to the hills and saw the immense size of the swarm.

"Did I say a second? Make that an hour."

They then ran out of the attack formation, the Dasypodidae crawling all over the Highbreed as Firefox looked over to him.

"Highbreed! This way!"

The Highbreed followed them up the cliffside as the twins sent a dual fire blast to the rock by them, sending it loose from its formation and hurtling downwards towards the sand bugs, crushing them all.

Unfortunately, the Highbreed was almost swept away by the sand fall as Firefox ran over and looked to him.

"Highbreed! Grab my tail!" she shouted, sticking her tail out to him as he grabbed onto it, causing her to wince in slight pain as the Highbreed lifted himself with Swampfire helping him back up onto the rock.

"You're welcome."

"How dare you-filthy... unhand me!"

He then shoved Firefox off of him as she glared, waving her tail as Swampfire looked after him.

"What is wrong with you?" Swampfire asked. "You don't like the creatures we turn into, we get it. But come on! We just saved your life!"

"Yeah, cut us aliens some slack once in awhile, mate!" Firefox said.

The Highbreed said nothing and they continued back on the trail as they saw the moon high up in the sky.

"Ten paces behind," Swampfire grumbled as they continued moving.

"We'll show him ten paces behind," Firefox growled as she lit a flame in her clawed finger as she stopped. "This is as good a place as any to set up camp for the night."

"No. We shall walk through the night."

"No. We shall camp here for the night!" Swampfire snapped.

"I would not use such an insolent tone with me, lesser creature."

"Oh really?" Swampfire asked.

"You have not yet dealt with me at my full strength. See how the cool night air has come to restore me?"

"Yeah..." Firefox said. "We noticed..."

"I shall carry on from here. On my own."

"Alright. Go then. We're setting up camp," Swampfire said as the two started gathering some nearby sticks.

"You two have outlived your usefulness to me."

"So have you," Firefox scoffed.

That was when they heard the familiar growling of the Draveks underneath the surface.

"We shall camp here for the night," the Highbreed caved.

* * *

After setting up a campfire, Ben and Jen transformed back to human form and sat around the fire to keep themselves warm.

"Pull up a boulder. Sit down," Ben suggested.

"So your infernal pit can deplete me of my strength? I will not."

"It's just a campfire, dude," Jen said. "It's an Earth tradition. You sit around it and, you know, talk."

"To you two? For what conceivable purpose?"

"My name is Ben. Ben Tennyson."

"And I'm his twin sister Jen. What's yours?"

"I am called Reinrassig III, seventh son of the Noble Highbreed House of Deralla, direct descendant of the Pure-Blooded High Order of Rarsect. Heir to the-"

"Too long," Ben said. "We're gonna call you Reiny."

"That is disrespectful, Ben Ben Tennyson."

"Weird," Jen said, adjusting the fire so it blazed brighter. "Despite the fact that we don't trust you as far as Humungousaur or Titanosaurus can throw you, it's still cool that the three of us have managed to work together to survive."

"I mean, we may not be friends exactly, but we're not full-blown mortal enemies anymore either," Ben said.

"The pair of you and I are enemies."

"Come on, Reiny," Jen said. "We've been able to see past our differences. Probably because we know what it's like to be... well, not a Highbreed exactly, but a whole bunch of other alien life forms kind of like you."

"Thanks to the Omnitrixes, we can walk a mile in other life forms' shoes," Ben said. "That way, we can totally understand what it's like to be them. Because we sort of have been."

"Such presumption. But what else is to be expected from genetically inferior creatures?"

"What is that supposed to mean?" Jen asked.

"Why would I, a Highbreed, be slightly interested in befriending the revolting likes of you?"

"Hey, we're just trying to be nice. Find some common ground here."

"The two of you and I are more than mere enemies. Highbreeds were the very first race in the entire universe. All species since, other than pure-blooded Highbreeds, are nothing but mongrels. Hideous abominations of nature! _Especially _humans!"

"I'm only half-human," Jen said, crossing her arms.

"And half of nothing is still nothing," Reiny spat. "The moment I no longer have to rely on you two for my own protection, Ben and Jen Tennyson, I shall eradicate the both of you and there will be two less vermin infesting a grateful universe."

"You can't really believe all that," Ben said. "Not after everything we've been through. Not after the way we saved your life."

"Well, you _were _trying to kill me," Reiny spat.

"Fair enough point," Jen admitted.

"The pair of you are tired, human. I will take the first watch."

"No way," Ben said. "The two of us are wide awake."

"Get some sleep, Reiny. We'll take the first watch."

"Very well."

* * *

A few hours later, when the Highbreed was taking a watch, Ben slept soundly against a rock as Jen as Rockette played "You and Me" by Lifehouse with a sigh as Reiny looked over to her.

"As disgusting as Zepplians are, they do have an amazing gift for music," Reiny admitted as Rockette dozed off and fell asleep, transforming back as Jen rested her head on her brother's lap as Reiny looked over to them and then walked over silently, raising his claw upwards as Ben's eyes fluttered open.

He shouted out, startling his sister awake as Reiny shot his claws out at a lone Dasypodidae that was looming towards the twins and pounced, hitting the ground.

Ben prepared his Omnitrix as Jen readied her mana as Reiny brought his hand down on the space maggot creature... just as the Dasypodidae immediately shot up and bit down on the Highbreed's hand, shouting out in pain as the twins stumbled back in horror at the sight as Jen blasted her mana at the space bug, sending it flying away as the hand landed on the ground.

"Can you regenerate it?" Ben asked.

"I am not a lowly homo-palustris!" Reiny spat.

"But it can be healed, right?" Jen asked.

"Not from such an injury as this. Not in these conditions!"

The twins looked over to each other and then nodded as Ben readied his Omnitrix.

He then transformed into Swampfire and took the bleeding hand as Jen walked over and then placed her hands outwards, enveloping the Highbreed's arm stump inside a mana sphere as Swampfire walked over.

"You sure about this sis?" Swampfire asked.

"No. I've never done anything like this before," Jen said. "I've healed with my mana before but nothing like this."

Swampfire then approached Reiny and placed the severed hand on the arm surrounded by Jen's mana as his vines wrapped around the arm before securing into place as Jen let go and Swampfire smiled before changing back.

"Better?"

"Why would you two help me?" Reiny asked, confused.

"Why would _you _help vermin like us?" Jen asked.

"It was in my own interest to stop that creature from harming you."

"Yeah? Well, it's in our own interest to help anybody who needs it," Ben said. "That's what heroes do."

* * *

Later, Ben and Jen stood over the fire as Ben adjusted the firewood with a stick as Jen yawned with a sigh... just before they felt the ground shaking hard as the twins hugged each other in fear from what happened and closed their eyes from the shaking as Reiny looked over to them as he blasted his claws outwards to the fire... just as the shaking stopped.

The twins then let each other go, peeking their eyes open before jumping back in disgust and brushed themselves off... right as a Dravek burst out of the ground and roared at them, sending burning wood everywhere as the twins screamed outwards as Reiny ran forwards and avoided its strikes as he blasted his claws out and the twins activated their Omni-Suits.

Reiny ran away before he was suddenly scooped up by the Dravek, leaving him dangling over its maw as he closed his eyes.

"Tennysons!"

Ben grabbed a flaming piece of wood and ran forwards, as his sister lifted him up on her mana platforms and they landed on the creature's back and looked as Reiny was about to fall into it's maw as Jen looked on as her brother crawled over to the front as she nodded.

"Now, Ben!"

Ben then tossed the torch into the Dravek's mouth and looked on as the inside of the Dravek was set on fire as the twins grabbed Reiny as the Dravek let him go and then it spat the fireball out of its mouth before looking to them with an angry glare before burrowing back into the ground.

"Maybe you were right," Ben said. "Maybe we should walk at night."

"Agreed," Jen sighed as they walked forwards back onto the path as Reiny followed them.

* * *

"Thanks for helping us back there, again," Ben said. "This is a huge thing to us, Reiny."

"This is proof that maybe underneath that exterior, Highbreeds aren't really so bad," Jen said. "Despite those terrible things about us you may have said before, you really do want to try to be friends with humans."

Reiny stopped and said nothing as the twins continued on the path.

* * *

At sunrise, the twins had finally managed to make it to the teleporter relay before they gasped and ran over in anticipation.

"There it is! Come on!" Ben said as they ran forwards... only to see that Reiny wasn't following them anymore.

"Not the whole 'ten paces behind' thing behind," Jen said with a sigh.

"Go home, Ben and Jen Tennyson. I shall remain here."

"What?!" Ben and Jen gasped.

"Did you hit your head when the Dravek attacked or something?" Ben asked. "The teleporter's right there. We can finally get off this sand trap of doom and back to our lives."

"I have spent too long with the pair of you and have therefore myself become contaminated."

"Contaminated?" Jen asked, slightly offended.

"As evidenced by my uncharacteristic behavior, risking my own life to save yours, two lowly humans."

"Reiny, what you did was a good thing," Ben said.

"I have obviously become infected by your mongrel influence and am now myself unclean."

"Even if we believed that was true, why remain here on Turrawuste?" Jen asked.

"In self-imposed exile, as I should be. For I can never return home. Or anywhere. I could infect the rest of my kind. The only honorable choice is to remain here."

"No."

"Because all lesser beings other than pure unadulterated Highbreeds must be expunged from the universe... including myself."

"I thought we had gotten through to you," Ben said. "I thought you had changed."

"This much is true. I Have changed. And now, I must pay the price."

Ben and Jen sighed in disappointment as they walked towards the teleporter.

* * *

Inside the warehouse, the others looked on as Kevin worked on the teleporter and sighed.

"Everything looks like it's in the proper position, but I can't make it work."

"You have to fix it Kevin," Gwen said. "We have to find-"

"Wait," Becky interrupted as they looked over and saw the teleport activate as the twins leaped out of the portal as it closed behind them and sighed, dusting the sand off their clothes.

"Ben! Jen!" Allison shouted as the group ran over and hugged the twins and Kevin rubbed Ben's head playfully.

"You gave us a big scare there."

"Where's the Highbreed?" Gwen asked. "Did he get away?"

"I doubt it," Ben said with a sigh as he and Jen bowed their heads.

* * *

Reiny looked on at the teleporter before sighing and walking away, hearing the roar of the Draveks in the distance with a glare.

* * *

**Next time on Ben and Jen 10:**

**Good Copy, Bad Copy**


	21. Good Copy, Bad Copy

In one of the castles where the Forever Knights were situated, the knights ran away in fear with a shout as they rolled up the drawbridge over the moat with a gasp and had their swords shaking in their arms as the closed bridge was pounded hardly on the other side as the knights bared their weapons, shivering with fear.

Suddenly, the bridge was ripped to shreds by Humungousaur in his larger form with a roar as Firefox rested on his shoulder with a devilish smirk on her face as she leaped down and lit her hands up in fire as her brother roared in fury.

"Forever Knights!"

The knights ran away as Humungousaur swatted them away with a powerful roar as Firefox shouted out and sent a wave of fire from her hands that set the perimeter of the castle on fire as the knights ran away screaming.

One knight in particular ran away in fear as Humungousaur ran forwards, hot on his tail before he kicked him into the wall as Firefox ran forwards and then yipped outwards as she pounced him, pinning him to the ground.

"Answer us!" Humungousaur shouted. "Where are they?"

"Why ask what you two already know!?" the knight asked. "Are you just testing us?"

Firefox growled at him at that before she swatted him away with her tail and Humungousaur roared and slammed him into the wall with his hand as Firefox climbed up him and over his arm before running a claw over his face seductively.

"Do we, like, look like we're joking, darling?" she asked. "The only thing that the two of us are, like, testing is your will to live." **(A/N: Why did I do this? WHY DID I DO THIS?!)**

"Now for the last time..."

It was then that they transformed back into human form, glaring at them hatefully with a grin plastered over Jen's face.

"Where are Ben and Jen Tennyson?"

* * *

In the car, Kevin drove on with Gwen beside him with Becky resting in the backseat with a concerned look on her face as Allison drove beside the car. Gwen held a soda can in her hand as she focused her mana on it to try to track the twins.

"Tracking the twins like this feels weird, Kevin," Gwen said.

"It was your idea," Kevin shrugged. "All I've heard from the Plumbers is that there's a lot of alien con traffic in the area and the twins' names keep coming up on it."

"That's impossible," Becky said. "There's no way that the twins would ever go on a rampage like this."

"Not without consulting us first, or at the very least just telling us," Allison agreed from beside him as he rolled his window down so they could talk.

"I'm getting something," Gwen said, her eyes glowing pink. "Make a left."

The Levins made a left turn towards the castle, which was currently burning to the ground and they pulled over and saw the damage going on there.

"Wow..." Becky said as they got out of the vehicle.

"Guys, up there!" Kevin pointed as he saw Jetray and AeroForce flying out of the destroyed castle before flying away.

"Ben! Jen! Hey!" Allison shouted to them, only to get ignored by her friends.

They saw a knight with a destroyed helmet groaning in pain and ran over to him.

"The Omni-Twins have shown no mercy," he explained to them.

"Well, what did you do?" Gwen asked.

"Nothing! I swear on my order. They have ruined three of our castles in as many days."

"Don't ask us," Becky sighed. "This is the first we've heard of it."

"They say in court that the cursed Omni-Twins have even attacked a hive of... DNAliens."

"Your cousins took out an entire hive?" Kevin asked. "No way. They don't have the guts to do that."

"You mean it's not like the twins to take on a mission like that by themselves," Allison said. "I'm Jen's best friend. I know her better than she knows herself. Taking out a hive of DNAliens is definitely something that she would do. But definitely not without telling me first."

"Okay. You're right."

"But why are they keeping secrets from us?" Becky asked.

"Let's just go to their house and see what's up," Gwen said.

* * *

At the Tennyson residence, the four walked up and knocked on the door.

"Coming," a singsong voice said as Jen opened the door to see her cousins and friends standing there.

"Guys?" she asked. "This is a surprise."

"Hey, Jen," a familiar voice said as she walked over and saw Justin sitting on the couch as Jen sat next to him and was watching TV. "You didn't tell me your friends and cousins were coming over."

"I didn't know, Justin," Jen said to her boyfriend as she jabbed him playfully.

"You get it Ben?" a voice said from the other room and looked to see Ben and Julie sitting at the dining room table feasting on chili fries and studying for the upcoming test. "The kid weighs 25 kilograms, three meters per second, two meters from the center of the merry-go-round."

"What, Julie? Wait, I'd better right this down," Ben said.

"Sure thing, babe," Julie said.

"Congratulations, Tennyson and Tennyson-ette. You two are finally putting the Omnitrixes to maximum use," Kevin said, smiling. "You know, clandestine butt-kicking wise."

"Um... what are you talking about?" Jen asked as she and Justin walked in from the couch.

"Nice try," Gwen said. "We saw you two as Jetray and AeroForce flying away from a battle."

"Look, I've been studying all week for a physics test tomorrow with my girlfriend," Ben said, jabbing her shoulder. "It's my worst subject."

"And me and my boyfriend have been babysitting Emma the entire night since Mom and Dad are out," Jen said with a smile. "She's sound asleep right now so please keep it down."

"Or maybe you're not really studying and you weren't with Justin," Becky suggested.

"Wait," Julie said. "Considering the alien transformations and weird stuff that the twins deal with on a daily basis, there could be any number of explanations for what you guys saw."

"Julie's got a point," Justin said. "I was with Jen all night babysitting her little sister with her."

"Julie, are you saying you can vouch for your boyfriend's whereabouts?" Allison asked.

"No..." Julie said. "I only got here a few minutes ago. Ben studies and I come over to help him review the work... not that he's actually acing the reviews."

"Hey! I'm getting better."

"You're making a real effort at it, baby," Julie said, planting a kiss on his cheek.

"Guys, come on," Gwen said. "With Grandpa Max gone, the six of us have to rely on each other."

"Yeah. If you've got a secret, you should just spill it to us. Now."

"I swear, this week I've been all about calculating the angular momentum," Ben said. "If I don't pass, our mom will ground me. Which means minimal hero time and zero Julie time. You guys do the math... because apparently, I can't."

"Come on, guys. We went through this before five years ago when Kevin framed Ben for all of his crimes!" Jen said before turning to her enemy-turned-friend. "No offense."

"None taken. And I believe 'em," Kevin said as his sister smiled and walked over. "Ben's left eye twitches when he lies."

"And Jen's lower lip always trembles when she lies," Allison said as Jen raised her eyebrow.

"It does?"

"I'm your best friend, girl," Allison said. "I know you better than you know yourself. But who knows? Maybe the two of you have been blacking out in the middle of the night and sleepfighting."

"Is it possible?" Becky asked. "Are the Omnitrixes making you attack your enemies in your sleep?"

"Well, Grandma _has _been training me to use astral projection," Jen said. "But even when I use it, my body is completely comatose and doesn't move from its spot."

"If we're gonna discuss this, I'm gonna need more chili fries," Ben said as he looked at the empty container and looked to his girlfriend. "Julie, you said you didn't want any!"

"What, they're delicious!"

"I guess I'll come too," Jen said with a sigh as she stretched and turned to Justin. "Sorry, hon. I want to see what's going on with us."

"It's alright, Jenny. I understand," he said as Jen walked off with Ben.

"Let's follow them."

* * *

At the Burger Shack restaurant nearby, a ton of the teenagers were discussing recent events while eating their chili fries as "Ben" and "Jen" walked in with a look to the clerk.

"You disgust me," "Ben" said, placing his money on the counter. "You, this miasma you call food, its foul oily-smelling digestive preparation. Everything human reeks!"

"Yeah," the chef said. "It's probably the onion."

"Hey, calm down... Ben," "Jen" said in an unusual valley girl accent and looked at her nails, bright with purple polish. "It's not all bad. Humans do have a, like, totes amazing sense of fashion after all."

"No one asked you!" "Ben" said.

The chef then handed Ben his chili fries and sniffed the aroma.

"Ugh. All the same, I find myself craving the entire putrid experience."

"It's probably in the DNA," "Jen" suggested as she took a bite of the chili fries and walked off with her brother... just as another set of the twins walked into the room as Ben placed his money down from his wallet.

"Chili fries."

"Careful, kids," the chef said, patting his stomach. "Those double portions catch up with you."

"I'm sorry?" Jen asked, raising her eyebrow and talking normally.

"Yeah, friendly advice, take it or don't."

The chef handed Ben his chili fries and he and his sister looked at each other weirdly and left as they saw the others waiting in Kevin's car as Allison rested on her bike and she yawned.

"Here they come," Gwen said as Ben and Jen walked out as Ben burped.

"I sicken myself," "Ben" said as he adjusted his Omnitrix as "Jen" sighed and placed a hand on her hip in a typical fashionista manner.

"I know, right?" she said. "All the same, I, like, kind of sympathize with these humans. Those fries are totes delicious, even if they are truly disgusting."

They then slammed the cores down and transformed into Big Chill and Jetray before flying off into the distance.

"What the heck?" Kevin asked as they peeled off, chasing the twins.

It was at that point that the other Ben and Jen walked out of the Burger Shack, completely confused as to what was going on.

"Guys?" Ben asked as he and his sister ran off after their friends. "Guys!"

"Okay, let's go see what's up," Jen said as her brother nodded and they transformed into...

"Big Chill!"

"Jetray!"

* * *

Kevin and Allison pulled their vehicles over by another Forever Knights castle to see the Knights blasting away at Big Chill and Jetray with laser lances before Big Chill landed by one and glared, folding his wings up into a cloak.

"Where are Ben and Jen Tennyson?" he asked before releasing his ultra cold breath at the knight, freezing him solid.

Jetray smirked before she was blasted by the Knights who ran up, aiming their weapons. "Attack!"

That was when the rest of the Omni-Team suited up as Kevin absorbed the rock from the ground as Lucky Girl ran in and slammed a knight back with a karate kick and Huntress combated them with her spear to deflect their sword swipes.

Another knight went in to attack her as Kevin in his armor ran in and uppercut him into the moat.

A knight blasted his laser lance at him, only for Lucky Girl to grab the lance in her mana grip and then toss him away into Matter Girl who landed a powerful roundhouse kick to his head.

Huntress aimed her bow outwards and blasted arrow after arrow at the knights, knocking them out as Matter Girl took Lucky Girl's hand and absorbed a small sample of energy before blasting her mana bolts outwards to finish the knights off as Big Chill froze them solid and Jetray blasted them away with her neuroshocks.

"Ben? Jen?" Huntress asked.

Big Chill and Jetray turned around to see their "teammates."

"Are you two feeling okay? You kind of took off without us back there," Lucky Girl said.

"You!" Jetray said, taking Gwen's arms. "You know Ben and Jen. Where are they?"

"I knew you'd snap eventually," Kevin said, pushing her off his girl.

Big Chill growled, a small cloud of his breath escaping and the others recoiled at the stench.

"*phew*" Matter Girl gasped. "Chili fries."

"Ugh. I agree," Big Chill said.

"Change back, guys," Gwen said. "Let's go home."

A flash of green and pink light flashed out to reveal the twins standing there, smiling nervously.

"Yes, it is us! Ben and Jen Tennyson!" "Ben" said. "Transport us, Ben and Jen 10, to our domicile."

"Yeah," "Jen" said, curling her hair fashionably. "We, like, have bad personal issues there that we have to attend to, like, right now."

"Why are they talking like that?" Allison asked, raising an eyebrow.

"Thanks a lot, guys," a familiar voice said and they turned to see... Big Chill and Jetray approaching?

"Yeah," Jetray said, folding her wing-arms. "You left us-"

The two trailed off when they saw exact doppelgangers of them standing there before they transformed back.

"Uh..." Ben said as the two sets started copying their every move. "Who's your good looking friends?"

"Ben and Jen Tennyson?" "Ben" asked. "Most difficult creatures to locate, I'll give you that."

"But the two of us think that we have an appointment with you," "Jen" said with a smug smirk.

"I am Albedo of the Galvan," the copy, now known as Albedo, stated.

"And I'm, like, his sister Alexia," Alexia introduced with a bow.

"Oh my gosh! We know you two," Jen said. "We know you!"

"Oh yeah!" Ben realized. "You were the Galvans that Malware kidnapped to help him fix the Helix on Galvan B."

"Smart kids," Alexia said. "We remember you well."

"I am the builder of the Omnitrixes," Albedo explained. "We must have them back."

"Your days as the Omni-Twins are over," Alexia said. "Remove your Omnitrixes and return them to us."

"Wait... Albedo and Alexia," Ben said. "I thought that ours were the only Omnitrixes in the universe."

"Yeah, um, no," Jen said, crossing her arms. "And besides, you guys should know that your boss, Azmuth made the Omnitrixes because you were his assistant!"

"Azmuth is a liar," Albedo said. "It was my genius to do this."

"But the DNAliens, the Highbreed," Ben said. "We're supposed to save the world with them."

"Those two are, like, totally not finished yet," Alexia explained. "They're, like, definitely prone to catastrophic malfunctions, as I'm sure you're aware."

"Not lately, they haven't," Jen said. "They've been working just fine."

"You have two have great luck," Albedo said. "Otherwise by now, you two would've ripped a hole in the fabric of the universe."

"As your sister explained, we nearly did," Jen said. "Thanks to your stupid self-destruct gimmick!"

"Don't trust them," Becky said. "They could be with the Highbreed and are trying to trick you two out of them."

"Maybe..." Ben said. "Why don't you show your amphibian faces?"

"Yeah, it feels kind of crazy talking to ourselves."

"Ugh, I almost wish we could," Alexia said. "I, for one, kind of like this body. My brother on the other hand..."

"How could you possibly like this? I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body, constantly craving chili fries and scratching myself in places I suspect are inappropriate!"

"Hey, this new body of mine is, like, totes cute," Alexia scoffed, showing off her figure. "Plus, this girl over here has an totally amazing sense of fashion." **(A/N: Seriously, what possessed me to make Jen's evil clone a valley girl?! This is _so_ embarrassing for me to type! ...Damn it, just writing it is turning me into one and I'm not even a girl! HELP MEEEEEE!)**

"Wow. They really are you two," Gwen said as Jen smiled.

"Wow. I totally sympathize with my clone," she said.

"You see, your DNA is encoded as the defaults in your Omnitrixes. Ours synchronize across space and time with yours. You have become our defaults as well."

"Well, which is it?" Kevin asked as he and Allison approached with a glare.

"Do you want the Omnitrixes to fix them or to keep the universe from falling apart?" Allison asked.

"Um... both!" Albedo and Alexia said in unison.

"Okay, Albedo. Since you built the Omntrixes, tell us how they come off," Ben said.

"Yes," Albedo said. "I trust you two are well-versed in the practical applications of eighth-dimensional quantum-gravity monopole equations?"

Ben then looked and saw Albedo's left eye twitching.

"Wow. It really does twitch when I lie."

"Told ya," Kevin said.

"Oh, you're no fun," Alexia pouted.

The Omni-Team then crossed their arms.

"Very well. There are other ways to disarm you two," Albedo said, shoving Kevin away and transforming into Jetray as his sister transformed into AeroForce and then grabbed the twins by the arms, carrying them away as they slammed the cores down and transformed into...

"Humungousaur!"

"Titanosaurus!"

The sudden shift in weight forced the evil copies to drop their counterparts into the moat with a loud _splash _and they ducked under the water as Jetray blasted his neuroshock blasts from his eyes at them before climing back up to dry land as Titanosaurus withstood AeroForce's strong cyclone blasts as she stood her ground, fighting it.

Humungousaur also withstood Jetray's neuroshocks.

"Hey, that really stings!"

They then lifted up large pieces of ground towards their evil counterparts as they avoided them.

"You are not worthy to wear the Omnitrixes!" Jetray shouted as he and his sister tackled their doppelgangers to the ground.

"Find something to touch!" Gwen shouted.

"Huh? Oh!" Kevin said as he absorbed the metal from a nearby sword. "It'll have to do."

Humungousaur and Titanosaurus groaned in pain as Jetray prepared himself and AeroForce smiled wickedly at them.

"Thank you for your sacrifice."

But before they could do anything, they were suddenly struck in the back with a rock and a mana blast as Kevin and Gwen stood by at the ready.

"What a crock," Allison said with a glare as she tossed another rock at AeroForce as she blew them back with a cyclone blast.

"Hey! I just had a manicure!"

"What has that amphibian pest been doing with my body?" Titanosaurus wondered before roaring in fury and she grabbed AeroForce who struggled in her grip as Humungousaur did the same for Jetray.

"Give up. We're better at this."

Jetray refused and blasted his laser vision at the wall up ahead, breaking a section off as Gwen encased the rest of the Omni-Team in a mana ball and rolled them out of the way of the destruction as Jetray and AeroForce wormed out of their grip and zipped off, leaving the Omni-Twins to transform back.

"They won't get far," Gwen said as she and Jen nodded.

"Yeah. They left their mana all over the place."

* * *

They got into Kevin's car and sped off along with Allison on her bike with determined looks plastered on their faces as Jen and Gwen tracked the copies manas.

"Evil clones, huh?" Kevin asked. "Congratulations, you two. You're officially superheroes."

"Superheroes with a big test in the morning," Ben groaned. "And I'd be at home studying with my girlfriend if you had listened to me the first time."

"Who knows what kind of damage Albedo and Alexia could be doing- turn here!" Gwen gasped as the two vehicles made a sharp right turn and saw a ton of civilians running away in fear from the computer store in the mall... right next to a clothing warehouse.

"Well, this is definitely the place," Jen said with a sigh. "And why did my evil copy have to be a valley girl? I mean, come on!"

Inside the computer store, Gwen and Jen still levitated their rocks in hand with their telekinesis, eyes glowing pink before groaning.

"There's too many machines and not enough living things. I can't track Albedo or Alexia in here," Gwen said.

"They're smart. I'll give them that," Ben said.

"Split up and surround them," Jen said.

"Yeah, but how will we know which ones are the real Omni-Twins?" Allison asked.

"Hang on," Kevin said as he took out a marker and wrote an X on the twins' cheeks. "We'll call you Ben and Jen X."

"Very funny," Ben said as and his sister rubbed the marks off.

They all walked in groups of two in separate directions.

Gwen and Kevin turned a corner to see a gelatinous substance followed by an anti-gravity device plop onto the ground to reveal Goop, who transformed back.

"Guys," "Ben" said. "Over here. I think I heard something."

"Um," Kevin said. "Didn't you and your sister go the other way?"

"Yeah..." "Ben" said. "I should not have erased Kevin's mark."

Gwen and Kevin smiled before moving past... just as the real Ben and Jen stepped in and gasped as Jen quickly sommersaulted forward, activating her Omni-Suit.

"Hit the deck!" she shouted.

Soon, Albedo ran forwards and then blasted the two of them with packing foam from a nearby hose that blasted forwards, sticking the two of them to the wall as Omni-Pink blasted forwards with a massive mana blast from behind, causing him to go skittering back and activating his own Omni-Suit.

"Crap!" Kevin said. "He got us with packing foam! No leverage!"

"Push!" Gwen said as Allison and Becky ran in with Alexia in her Omni-Suit hot on their tail and cackling maniacally with several blasts of energy from her gauntlets as they ducked and avoided her as they saw their siblings stuck to the wall.

"Look, Albedo," Omni-Green said as he cracked his neck joints. "You're not getting our Omnitrixes."

"And that goes for you too, Alexia," Omni-Pink said. "Over our dead bodies."

"That can be arranged," Alexia said with a smug glance.

"We have all of your powers as well as a superior intellect to you," Albedo said, activating his swords from his gauntlets. "Surrender now if you value your lives."

"Because that would be _so _much smarter," Omni-Green said as he and his sister transformed into...

"Goop!"

"Firefox!"

Albedo blasted the packing foam as Goop dodged it and Firefox countered it with a fire blast from her hands as she pounced forwards onto Alexia, who blasted at her with the pink energy blasts from her gauntlets as the two struggled on the ground with scratching all the while.

Goop dodged Albedo's foam before he dropped the hose and blasted energy blasts at Goop as he fired slime balls at him as well, hitting the crates behind them and dissolving them thanks to the corrosive elements in Goop's form as he glared.

"Fine. I'm flexible," Albedo said, transforming into Humungousaur. "Come on!"

He punched a shelf at Goop, who morphed himself around the shelf to avoid it as he glared as Humungousaur charged forwards and he transformed into...

"Swampfire!"

He then dodged Humungousaur's tail as Alexia transformed into Rockette and blasted Firefox back with a sonic power chord from her guitar that sent her skittering on the ground as she slammed the core on her chest and transformed into...

"Discharge!"

She dissolved herself into electricity and traveled through the warehouse wires with a shout before appearing behind her counterpart and giving her a swift kick in the butt with a shout as she growled out and sent a laser blast from her guitar back outwards before she countered it with a lightning blast, sending the both of them flying back as they glared and charged forwards to each other, sending out lightning and laser blast after lightning and laser blast.

"How about mud in your face?" Swampfire asked, shooting some mud at Humungousaur, blinding him before pelting him with fireballs, sending him back.

Meanwhile, Gwen focused and fired her mana beams from her eyes to the packing foam as Allison formed her arm into a saw blade and tried to saw at the tough foam as Becky did the same with her dagger.

"Careful," Kevin said, feeling the slight heat from Gwen's lasers as she focused.

"Sorry!" Gwen said.

Humungousaur glared, transforming into Big Chill, who turned intangible and phased through the fireballs, flying up and phasing through everything as Rockette backflipped and transformed into Jetray and blasted her lasers at Discharge, who gasped and dissolved herself into electricity and traveled through the circuitry in the building and reappearing as she slammed her Omnitrix core and transformed into...

"AeroForce!"

She then shouted out and sent a cyclone of wind forwards, catching Jetray off guard as she shouted out and flew, scratching her with her talons, giving out a screech of anger.

Big Chill blasted his super cold breath into Swampfire, sending him back, and leaving him feeling numb with a groan as he reached for the symbol on his chest, backflipping as he transformed into...

"Brainstorm!" the Cerebrocrustacean shouted. "Tremble before my electrolocutive power, you feckless facsimile!"

Brainstorm then opened the folds of his skull and revealed his brain, blasting out his electric blasts that hit Big Chill dead on and he screamed out in pain before struggling to press his Omnitrix symbol, transforming into Echo Echo, his clones falling to the ground and surrounding Brainstorm.

_"Surrender or die!"_

Jetray glared before she transformed into Discharge and blasted out at AeroForce, who dodged all of her lightning blasts before she grabbed her leg with her tail and then slammed her back down to the ground with a groan before she reached for her Omnitrix symbol and transformed into...

"Kung Fang!"

She let out her sonic screech that Discharge groaned in pain at, covering her pointed ears before she rushed forwards with her katanas and started swinging wildly, as Discharge glared before dissolving herself into electricity and then disappearing into the building's circuitry and then appearing behind Kung Fang, who simply grabbed her tail and wrapped her around her arm and tossed Discharge to the ground with a groan.

"Sneaking up on me? Seriously?" she asked. "I'm blind, you idiot! My hearing is so powerful, I can hear the beat of a butterfly's wings! You can't sneak up on me!"

Brainstorm blasted away at the Echo Echo clones with a shout of effort as they all avoided his shock blasts and surrounded him on all sides before blasting him with the Wall of Sound.

"Ugh! Deucedly difficult to cognigate!" he said before slamming his core again and transforming into...

"Jetray!"

Jetray then blasted his lasers from his tail and eyes towards the Echo Echo copies with a shout as they all felt the full force before glaring.

_"You can't keep this up forever!" _he said.

The Echo Echoes clones then all merged into one before transforming into Spidermonkey, who blasted a web at Jetray, sticking him to the wall before climbing up to him and then Spidermonkey shouted out and climbed up to Jetray's level, punching him in the face with his four arms with a shout.

"Ooh-ooh! Your Omnitrixes will lose power! Yield! Yield!"

Jetray blasted the evil copy with his laser eyes before he transformed into...

"Chromastone!"

...and burned through the webs to stick to the grounds.

Kung Fang swiped her katanas with a shout as she flew backwards as Discharge changed into Firefox and blasted at her with a stream of fire that actually managed to hit her with a shout before she was sent flying back as she stuck her swords in the ground to stabilize herself as she and Chromastone were standing back to back as they both panted heavily.

"Man," Kung Fang said, spinning her katanas in her hands. "I had no idea that I was _this_ tough."

"You're not," Chromastone said, panting. "I could kick your butt any day of the-"

He trailed off as his eye widened and he gasped in realization and the twins looked to each other in agreement.

"If we can't beat _ourselves_," Kung Fang realized. "Then maybe we can beat _each other!_"

"SWITCH!" the two said, tagging hands as they each faced the other's doppelganger.

"Well, this is a game changer," Firefox said, facing down Chromastone as she blasted a few fireballs to her opponent who simply charged at her with a shout as he absorbed the fireballs and then blasted an ultraviolet ray at his sister's evil clone and she dodged for awhile before she shouted out and flipped before crashing into the wall, not taking the onslaught well.

Kung Fang shouted out as she flew forwards to Spidermonkey with a sonic screech as she shouted out and he tried firing webs at her that she simply sliced clean through with her katanas as she flew in the air and shouted out, actually managing to cut Spidermonkey a bit in the shoulder as she smirked at him with her sightless eyes narrowing.

"I thought that you would never hurt your brother," Spidermonkey said, panting and feeling at his shoulder.

"That's just it. You aren't my brother. You're just a cheap knockoff."

The twins shouted out in fury as they charged their opponents... just before timing out.

"Uh-oh," Ben said as he looked to see he and his sister were back in human form. Even their Omni-Suits were out of power.

"Ha!" Firefox said in her typical valley girl accent. "We told you! Your Omnitrixes are out of power. Whereas ours..."

They slammed their Omnitrixes again... only to turn back human as well.

"No matter," Albedo muttered. "We don't need Omnitrixes to defeat you."

"Neither do we!" Jen said as she enveloped her hands in mana and glared to them as the two sets of twins stood side by side and charged each other... each with their left arms, which contained the Omnitrixes.

Said alien devices suddenly let out a surge of green and pink energy that stuck the pairs together as Jen shouted out.

"Hey!"

She put her hand on Alexia's face to push her off as Alexia bit her hand.

"Ow!"

"Watch it! I just had a facial!"

Ben growled and slammed his foot on Albedo's causing him to groan in pain as both sets struggled to break free, pushing each other to the ground in the process.

"What's going on?!" Ben asked.

"Their proximity is creating a bio-energy feedback!"

Suddenly, the energy from both sparked out and the two Galvans-turned-humans changed appearance before their very eyes. Albedo's brown hair suddenly shifted to a deep silver, his green eyes turned red and his green jacket and black T-shirt turned into a red jacket and white T-shirt while his blue jeans turned black. Alexia groaned out as her brunette hair suddenly shifted to a beautiful golden blonde color, her green eyes shifted to purple and her pink clothing shifted to purple and her white short-shorts turned blue.

"No confusing those two now," Allison said as she and Becky continued to chisel at the packing foam holding their siblings as Gwen blasted away at it with her laser vision.

"You have damaged this form!" Albedo shouted. "You will pay!"

"I don't think so!" Jen said as she glared to her evil counterpart and then stopped as she felt at her hair. "Although I do look good as a blonde."

"Oh, thank you," Alexia said with a smile before they both continued to struggle.

"Just tell us how to get these things apart!"

"Well, perhaps if one of us could manage to die!"

"Don't tempt us!" Ben shouted.

"Great," Kevin said. "Now we're all trapped."

"Come on!" Becky said as she continued chiseling at Gwen's packing foam with her dagger. "Just a little more!"

Gwen blasted at Kevin's bindings one more time, managing to free him as his sister pulled him out as Becky finished chiseling her sister out of the foam as they all turned to grab the struggling doppelgangers as they each placed their arms on one of them.

"One!" Gwen said.

"Two!" Allison said.

"THREE!" Becky said as they pulled apart and managed to separate the four from each other... just as a green light appeared on the ground by them as Albedo and Alexia froze up in fear.

"He's here," Alexia whimpered.

"Who's here?" Jen asked.

"Azmuth," Albedo said as the twins mentor figure, the creator of the Omnitrixes himself: Azmuth appeared in front of them.

"You bet he is! Azmuth of the Galvan, the true genius behind the Omnitrixes."

"Azmuth," Ben and Jen said as they both smiled at their old friend. "How's your dad doing?"

"He's fine. We've been getting along better. You two have overloaded the things so badly that I could sense them half a galaxy away. Those nonstop transformations are going to break them."

"Azmuth," Ben said. "We were just-"

"Save it. I know. Albedo, my former assistant, built inferior copies of them and gave one of them to his sister Alexia. I warned you two that there could only be two Omnitrixes that are meant to compliment each other. You ignored me."

"Someone's in _trouble," _Kevin said in a singsong voice.

"I will not trust the universe's fate to unworthy humans! If my Omnitrix cannot function, I will have theirs!"

"I told you that the Omnitrixes are beyond you! The two of you could have doomed us all!"

"Wait, so the universe really _was _at stake?" Ben asked.

"If you two had lost the Omnitrixes, yes. Albedo only wanted them to restore his original Galvan form."

"This human body is unbearable!" Albedo shouted.

"Maybe yours is. Mine is fabulous!" Alexia scoffed.

"I get that. And the face is even worse," Kevin said.

"HEY!" Ben said, insulted.

"Albedo, Alexia, through your arrogant act of rebellion, you have proven yourselves to be lesser beings."

Azmuth leaped up onto Albedo's arm and removed the Omnitrix core, deactivating it as Alexia stuck her arm out to him.

"You shall remain as you are. In a prison of your own making."

"No! You can't!" Albedo protested

"I have."

"I HATE YOU!" Albedo shouted before fading away as his sister bowed her head in shame as she too faded out of the room.

"They won't be bothering you two again," Azmuth said. "You're on your own from here."

"I still have a few questions," Ben said. "Like what the Omnitrixes are really for."

"How many aliens can we-"

"Look, kids," Azmuth said. "You two alone have made the Omnitrixes a force for good in ways that not even I could have ever conceived. It's better that I think I allow the two of you to invent your own ways of using them. No question, for all my concerns, the pair of you are the only beings in the universe worthy to wear them. And I'm not the only one who thinks so."

"My business. It's a surprise."

"Okay, now you're just teasing us," Kevin said as Azmuth started to teleport back to Galvan Prime.

"There are difficult trials ahead. Be ready."

As he teleported away, leaving the Omni Team alone, Gwen stepped up.

"The first trial is your physics test in about three hours."

"Aw man. I almost forgot about that."'

* * *

The next morning, in Ben and Jen's classroom, the tests were being handed out to the classmates, some of them groaning in frustration due to their work as Jen looked at her test and breathed a steady sigh of relief at her B+.

The teacher handed the test to Julie next and she smiled, showing the A on her report card.

Finally, the teacher handed the test back to Ben, who closed his eyes as his sister and girlfriend looked on and he peeked open and breathed out a sigh of relief.

* * *

"C+" Ben said as the group gathered at Mr. Smoothy in Kevin's car with a smile as Allison jabbed her best friend in the arm. "And you thought I wasn't really studying."

"We're sorry!" Becky said. "The suspicious circumstances made us suspicious."

"And I'm sorry that I thought it was you two kicking butt," Kevin said.

"Don't let it happen again," Jen said, kicking back. "Just glad that we're back to just having one set of Omni-Twins."

"Yeah. I know that Alexia actually likes being human, but I don't know how I feel about Azmuth not letting Albedo turn back," Ben said. "Like that's a punishment. Being me's not so bad."

"Take it from someone who's literally walked a mile in your shoes," Becky chuckled. "It is."

"Hey! You're only saying that because you're a girl."

"Whatever, cuz. You were inside a girl's body at the same time."

"True. I see your point."

* * *

In an alien prison ship that was hosted by the Galactic Federation, Albedo glared out the window to space with his sister pacing in the room with a roll of her eyes.

"Why bother with a cell? This human body is prison enough."

The slot on the metal door opened up and two sticks of something frozen and green dropped down in front of them.

"Dinner," the warden said.

Alexia picked up the stick and spat it out immediately.

"Man that's, like, repulsive."

"But mark my words, Ben and Jen Tennyson," Albedo said. "Someday, we will be free and you two and your friends will all suffer. But until that day... BRING ME CHILI FRIES!"

"Like, ditto," Alexia scoffed, not wanting to raise her posh voice.

* * *

**Next time on Ben and Jen 10:**

**Save the Last Dance**


	22. Save the Last Dance

At night in Bellwood, a speeding car sped past all the cars in its way with two reckless teenage drivers panicking over what was going on.

"Slow down!" one said.

"I can't! The brakes don't work!"

They sped past the cars in their path as the kid in the passenger seat started screaming his head off.

"You're making me nervous! Stop screaming!"

"You're screaming! Why can't I scream?!"

"Fine, you want to drive?!"

They both started screaming again as the camera panned to Ben, who was riding on his bicycle with his cellphone resting between his ear and his shoulder.

"Look, Jen, are you sure you can't handle patrol with me?"

_"Wish I could, bro. But I can't," _Jen said. _"I have to babysit Emma the entire week and she doesn't know that we're the Omni-Twins."_

"You think we should tell her? She's our little sister after all and she's one of our biggest fans."

_"Exactly! That's the problem! She's one of our biggest fans! If she finds out, she might blab it to all our friends at her preschool! THe less people know about us, the better!"_

"I know," Ben said. "But she's our sister."

That was when the speeding car sped past him, almost throwing him off.

"Hey, student drivers! Gotta go!"

He then parked his bike and took his helmet off as he examined what happened as he activated his Omni-Suit.

"That's a joy ride."

He then shouted out as he slammed the Omnitrix core down in a flash of light.

He was surrounded with a green aura as he curled up into a ball as his skin turned into a blue-black ectoskeleton with two green bulbous eyes. His feet stretched longer and grew to have two toes with one in the back. His hands became four fingers with claws and he grew two black antennae from his head and four long blue-black moth wings from his back as he struck a pose.

"Big Chill!"

He then took to the skies and flew off after the car as it drove past onto a bridge, starting to swerve out of control as it approached a truck from the back, sending the student drivers screaming as the one in the drivers seat spun the steering wheel harshly, sending the car right over the bridge.

Big Chill took notice of this and dove into the water before coming back up and freezing a pathway to stop the car in its tracks and he went intangible and phased through the car as it crashed onto the ice path. He then came back down and grabbed the car's bumper with his claws and struggled, pulling back with a grunt of effort, his feet scraping against the ice as the car lowed to a stop at the end of the car.

"No way. It's Omni-Green," a student said. "One of the leaders of the Omni-Team."

"He just saved our lives. Thank you," his friend said as Big Chill retracted his wings and folded them around his body like a cloak... just before he walked over to the car and started to munch on the car roof's metal frame.

"Hey! What do you think you're-"

He was interrupted when Big Chill snarled at him like an animal.

* * *

At the Omni-Team's warehouse headquarters, Kevin was working on the underside of his car on his bench as Jen was sparing with Ally, dodging everything she threw at her as she swept under her leg before she smiled and caught her leg before she shoulder jabbed her onto the mat with a smile.

"That's a big rule of fighting, Jen," Ally smiled as she helped her friend up. "Anticipating your opponent's next move."

"Yeah. Thanks for that," Jen said with a smile as she looked on.

Ben was in the adjacent bathroom, brushing his teeth before gargling and spitting the toothpaste out.

He then felt something in his mouth and reached inside and pulled out a sliver of metal.

"Where'd this come from?"

He then tapped it against the faucet, confirming it was genuine metal, looking confused.

* * *

Kevin continued working on his car as Gwen and Becky walked up with a smile as Becky leaned against the wall as Gwen handed a brochure to Kevin... who paid no attention to her and continued working on his car.

"Eh-hem!" Gwen cleared her throat, doing nothing. "Okay. That's it."

She then stuck her hand out as her Telekinesis Charm tattoo glowed and she pulled Kevin out from under his car.

"Hey! What?"

"Look beside you," Becky said.

Kevin looked to her side and saw the brochure, picking it up.

"Oh, look! They're having a formal dance at my school on Friday."

"What, you want me to take you to the dance?" Kevin asked.

"Great. Pick me up at 7:00," Gwen said, walking away as her sister joined her with a smile and a wink.

"What? Wait!"

That was when Ben walked by as Jen and Ally looked up and noticed smiled as Jen rubbed her muscles.

"I cannot express the importance of flossing enough," Ben said.

"Um... what?" Jen asked.

"I found this in my teeth," Ben said, showing the sliver of metal. "I think something might be going wrong with my powers."

"Uh-huh..." Ally said.

"Ben, what do you know about girls?"

"Okay, that has nothing to do with my problem," Ben said.

"We're not all the same, you know," Jen said. "I'm nothing like Ally."

"And thank goodness for that," Ally smiled as the two best friends high-fived. "But why do you want to know, bro?"

"Gwen's school is having some dance."

"And?" Ben asked.

"I think she might expect me to take her."

"So just take her. What's stopping you?" Jen asked.

"But the dance is at Gwen's fancy prep school with a sit-down dinner and everything! What if she expects me to waltz? What if I use the improper finger fork!?"

"Kevin, if she wants you to dance, just dance," Ally said, crossing her arms.

"But I don't know-"

"Also, there's no such thing as a finger fork," Ben said.

"See? If I was a preppy guy, I'd know stuff like that."

"You did just fine at Chloe's birthday cotillion three weeks ago," Jen said.

"Yeah, but that was because I wasn't asked to dance and I just hung around while everyone else was partying."

"Dude, you've helped us save the world on multiple occasions. You've been to the Null Void and back. I'm pretty sure you can handle the spring formal," Ally said.

"So?" Kevin asked. "You two have a boyfriend and a girlfriend and I don't."

"But you could after tonight," Jen said, raising an eyebrow.

Ben sighed as he cleared his throat to Kevin. "The thing is... I've been having serious problems lately and I was hoping you could help me with-"

Kevin then placed his hand on his friend's shoulder before clearing his throat. "I'd better rent a DVD on dancing. Maybe get one about forks... just to be sure."

That was when he walked off as Ally face-palmed herself and shook her head.

"Thanks a lot... really."

"He really is hopeless," she said to herself. "No one rents DVDs anymore."

Jen looked to Ben and looked to him. "What do you mean by 'serious problems?'"

"It's with the Omnitrix. After talking to you last night, I went alien and then... everything after that is a complete blank in my mind. I just blacked out."

"Weird," Jen said. "The only time this has happened before was... oh no!"

Her eyes became as wide as saucers and then she grabbed his arm and yanked him away. "We have to go talk to your girlfriend!"

"What about Justin?"

"He's visiting family in Columbus! Come on!"

"I'll be here if you need me," Ally called after them, waving.

* * *

At the tennis court, Julie was practicing on the tennis ball launcher, managing to swat every single ball was sent flying her way as she saw her boyfriend and his sister walk up to her as Jen pushed her forward while looking at her nails with a sigh.

"Hey, Julie."

"You're early, Ben," Julie said. "I've still got court practice for another hour."

"Yeah. We thought we could talk to you while you practice," Jen said.

"It must be serious if your sister and partner is here with you," Julie said to her boyfriend.

"It might be," Ben said. "For the past week, the last few times I've used my powers, I've just had a blackout."

"You don't remember anything?"

"I remember slapping the Omnitrix, but everything after that is completely blank."

"Hmm..." Julie said, smacking another ball. "It's easy enough to figure out what you've been doing. Just transform again and we'll follow you. I have a notebook in my bag."

She then walked over to the twins and rifled through her handbag before she produced her small notebook.

"I'll keep a record of everything you do. You can read it afterwards."

"Good idea," Jen said. "The three of us will get to the bottom of this... hopefully tonight because tomorrow one of us has to babysit our little sister again. And I'm sure it's going to be me because of your... issues."

"Sounds good to me. But how are you going to keep up?"

* * *

A few hours later at sundown, the twins stood by in the parking lot as Julie sat on her electric scooter as Ben stood by as Jen limbered herself up, preparing for the chase.

"Ready, hon," Julie said, placing her helmet on. "You?"

"Go for it," Jen said to her brother as Ben activated his Omnitrix and showed it to them.

"You remember Jetray, Julie?"

"From the pier on our first date. I do."

Ben then adjusted his Omnitrix to Jetray as Jen cracked her joints as Ben winced.

"Okay. Here goes nothing."

He then slammed the core down, transforming into Jetray... before his form instantly shifted into...

"Big Chill!"

"Huh?" Jen asked, confused as she activated her Omni-Suit as Julie looked instantly as confused.

"Big Chill?"

Big Chill then unfurled his wings and flewa away from the court's parking lot as Jen slammed her core down and transformed into...

"AeroForce!" she cawed before she flew upwards and gestured Julie to follow her as she zoomed after her brother.

"Okay, now, Julie," she told herself. "Fast!"

They followed Big Chill as he landed at Burger Shack and folded his wings up to their cloak-like form and Julie took her first note.

"Followed Big Chill to Burger Shack," she told herself before pulling forward slowly as AeroForce hovered above, flapping her wings as she looked to her friend.

"Be careful," she said. "You don't stand a chance against my brother. I do."

Big Chill walked up to the drive-in radio and pressed teh button repeatedly as Julie wrote down every action.

"Appears to be hungry."

That was when a waitress appeared with the order of a hamburger, fries and a chocolate milkshake.

"Here's your ord- ah!" she screamed at his alien appearance, the food tossing into the sky as AeroForce gasped and quickly flew up as fast as she could and gathered her food the best she could as she managed to quickly scoop up the fries and shake into the container and glass before they hit the ground as the tray went flying and Big Chill swallowed it in one bite as AeroForce looked in awe at the real food in her talons and noticed her brother not even thinking about it.

"_Very _hungry," Julie noted as the waitress peeked back in as she saw the harpy-like alien with the food as she winced.

"We're... gonna take this one to go," she said, a bit embarrassed as the waitress nodded and took the food before she went to get a to-go bag.

Big Chill then started feasting on the radio, eating it in one bite as he turned to another teenaged customer listening to his headphones and eating his burger before he saw Big Chill's reflection in the glass.

"Scram!"

The teenager gasped before running away as Big Chill started eating the metal pole he was sitting at as AeroForce flew by him, confused as to what was happening. Big Chill pushed her away before he inhaled and unleashed his icy breath on the entire row of radio poles, freezing it before it crumbled to the ground due to how brittle it was before he ate them as well.

"Support beams," Julie wrote down as AeroForce flew next to her. "Roof... Okay, Jen. We've definitely got a problem."

"You think?" AeroForce asked as the waitress nervously walked up and handed her and Julie two to-go bags of burgers and fries and two milkshakes as she produced her debit card, which the waitress slipped through her automated phone and handed it back to her as she pocketed it.

They watched Big Chill fly up and just eat the giant metal burger from the Burger Boy statue... followed by the statue itself as AeroForce observed from the air as Julie looked from below.

"He only seems to be interested in eating metal instead of real food," AeroForce examined as Big Chill let out an extremely loud belch.

"Ooh, that's not right," Julie said in disgust as she took a bite of chili fries.

"More..." Big Chill said as he flew off towards the city as AeroForce and Julie sped after him as AeroForce took a bite of her cheeseburger.

"Big Chill! Ben! Wait up!" Julie called.

"It's your sister and your girlfriend, remember?" AeroForce said. "We just want to talk to you!"

Big Chill turned a corner and as the girls followed... only to discover it was a dead end as Big Chill smirked to them.

"See ya. Wouldn't want to be ya," Big Chill said, turning intangible and phasing through the brick wall, leaving the two behind as AeroForce transformed back to Jen and she landed on the ground, food in hand as she glared at the wall.

"Great. We lost him," Julie said as Jen looked down with a sigh... and looked at necklace around Julie's neck.

"Julie?" Jen asked. "When did you get that necklace?"

"It was a present from Ben for our month anniversary," Julie said as she took her necklace off as Jen smiled at that as she focused.

"I can track his mana with this," Jen said. "We can find him."

"Awesome," Julie said as Jen focused, her eyes glowing pink as the necklace glowed in a pink aura above her hand before it settled as Jen smiled.

"I've got him."

* * *

A few hours later, Ben groaned as he came to and stood up as he rubbed his head... only to find he was in front of a large crater and saw his sister standing over him, noticing the crater.

"What is this?" Jen asked.

"Uh..." Ben said, unable to explain.

"I think we're about to find out."

* * *

Later, the next Saturday at the Tennyson residence, Jen sat down on the couch with her feet up and playing her guitar rhythmically to herself as she sighed and wrote down lyrics on her notebook.

_"Next time I won't suffer this kind of pain,"_ she mumbled. _"Own my mistakes, not just pass off all the blame..."_

As she was working to herself, Emma was sitting in front of the TV to herself, watching cartoons while their brother was in the kitchen, looking for something.

"They've got to be in here somewhere..." he said. "Score!"

He took out a jar of pickles and started munching to himself with a smile... just as Kevin and Ally walked in with a scowl, startling Ben.

"Gah!"

"Where have you been?!" Kevin shouted.

"You guys want a pickle?"

"NO!" they both shouted.

"More for me."

"Will you forget about the pickles?!" Ally asked, snatching the jar from her friend with a glare and setting it on the counter.

"We've got a serious problem here."

"I know. It's my powers. They're completely out of control."

"I know. Jen told me and Becky," Ally said. "Jen's babysitting Emma tonight. The two of us are going to help Julie-"

"Oh man, where's Julie?!"

"She's fine," Jen said, walking in. "She went home last night after I tracked you down with the necklace you gave her for your anniversary."

"But an even bigger crisis: I've got nothing to wear to the dance tonight!" Kevin shouted.

* * *

A few minutes later, Ben was looking through his closet for a tux and munching on a pickle as Jen smiled.

"I can't leave Emma at the house alone, Ally," Jen said. "If there's anyone I can trust with looking after my brother in his time of need, it's you and Becky."

"What are best friends for?" Ally asked as she jabbed her arm with a smile.

"You sure this thing is going to work?" Kevin asked.

"Trust me," Ben said. "It's one of Grandpa Max's tuxes."

"Your grandfather wasn't exactly the skinniest man in the world," Ally said as Ben took out a tux.

"It's from when he was younger. You're the same size. Er, close enough," Ben said as Kevin took the tux and looked at it, unsure.

* * *

Later, Kevin stepped out of the bathroom clad in the handsome looking tux as Ally wolf-whistled at him and stepped up.

"Looking good, little bro," she said as Ben opened another jar of pickles and Jen looked on in slight disgust. "Not bad. Not bad at all."

As Ben munched, Kevin took out the bow tie and struggled to tie it into place around his neck.

"Aren't these things supposed to come with clips?"

"Not if you're older than 12," Jen chuckled.

"Finger's caught."

"I've got it," Jen said. "It just takes some practice. Over, under, around and through the hole."

"I'm not like all those prep guys from your cousin's school, Jen!"

"And that's why she wants to go to the dance with _you _and not one of them!" Ben said.

"Yeah. Just be yourself. And if any of those guys talk bad about you at the dance, tell me," Ally said, slamming her hand into her knuckle and cracking it hard. "I'll take care of them."

Jen then looked suspiciously and dusted off his shoulder.

"And _voila_! Now you look dapper," she said with a smile.

Kevin smiled at her as Ben finished the pickles and then drank down the juice as his sister and friends looked on with raised eyes.

"You sure like pickles," Kevin said.

"Yeah. I wonder if we've got any more of these," Ben said as he walked out of the room as the girls looked at each other with raised eyes.

"Something is seriously wrong here, girl," Ally said.

"You can say that again," Jen sighed as they both walked out of the room before she turned to Kevin. "Oh, and Kevin, Gwen likes yellow roses. Get her a nice corsage."

As they left, Kevin turned to the mirror and sighed.

"Hello, Gwen," he said. "Wanna dance... what's a corsage?"

* * *

Late that night at the park, Julie stood with her notebook by a street lamp at the cart as Gwen and Becky walked up to her, the former putting something in her bag.

"Hey, Julie? What's up?" Gwen asked.

"Have you seen Ben?"

"No, something wrong with him?"

"Uh, yeah," Becky said. "Jen told us what's going on. Something's going wrong with his powers."

"I haven't seen him since yesterday," Julie said. "He turned into Big Chill and then disappeared before Jen tracked him down. Said she found him at a crater in the desert."

"Yeah, he does that sometimes," Gwen said. "It's just part of being an alien."

"I guess so," Julie sighed.

"Don't worry, Julie. He'll show up," Becky said.

"I don't know, Becky. Do you really think so?"

"I _know_ so. We're making sure of it."

"I'm really worried about Kevin not showing up tonight," Gwen sighed.

Becky and Julie looked confused at that.

"Ever since I asked him to take me to the dance, he's been acting really strange."

"And speaking of strange," Becky said. "Hi, Ben. Hi, Ally."

Ben and Ally walked up with a smile to Julie as the later crossed her arms. "Hey, Julie."

"I'll catch up with you later," Gwen said as she walked away from the three.

"See you later, sis," Becky said as she stood with her friends.

"Where's Jen?" Julie asked.

"Babysitting our little sister Emma," Ben said. "She couldn't get away from this."

"I was so worried about you!" Julie said, giving her boyfriend a huge hug.

"I'm a bit worried too."

"Where did you go yesterday?"

"I don't remember at all. What happened?"

"Julie?" Ally said, gesturing to the notebook and then she took it out of her bag.

"Let's see... at 6:30 P.M., you transformed into Big Chill."

"Are you sure? But I programmed Jetray."

"At 6:31, you exclaimed 'Big Chill!' 6:32, ate drive-in stalls. 6:35, ate giant metal burger. 6:36, ate giant metal statue holding giant metal burger. 6:38, ate a bus. 6:41, ate a car wash sign. 6:42, ate the car wash. 6:43..."

"Wow," Becky said.

"I know... you take great notes," Ben said. "No wonder you get straight A's."

"You're saying you remember none of that, Ben?" Ally asked.

"I just remember waking up in a ditch this morning with my sister over me."

"I can't believe this is happening again," Becky said with a groan.

"What do you mean, 'again?'"

"We had a problem with one of his aliens a few years ago," Ally said.

"We'll get Jen, Kevin and Gwen," Julie said. "They can help."

"No," Ben said. "They're too busy with Emma and the dance. I'm on my own."

"You're not alone, Ben," Becky said. "You have us."

Ben smiled at the girls... just before a glossy look came over his eyes and looked off.

"Ben?" Ally asked.

Ben suddenly activated his Omnitrix and once again transformed into...

"Big Chill!"

Big Chill flew away as Ally and Becky gasped and activated their watches, turning into Matter Girl and Huntress as Matter Girl got onto her bike with a shout as Julie put her helmet on and fired up her scooter with Huntress getting onto the back as they drove off into the streets, following the ice moth.

* * *

They found Big Chill at the Monongahela Factory, eating giant steel girders as the security guards came marching in.

"What _is _that thing?"

"Stay out of my way," Big Chill said.

"That's not how it works, freak," the lead guard said as their target glared at them.

"Come down here and surrender."

"I warned you."

Big Chill inhaled sharply and then exhaled harshly as two of the guards dived out of the way as the third was frozen where he stood and Big Chill approached.

"Stop! Don't make me-"

"Wait! Stop!"

They turned around to see Julie along with Huntress and Matter Girl riding in on their scooter and motorcycle as they pulled over.

"He's a friend," Julie said.

"Don't shoot!"

The guards ignored the girls and started blasting at Big Chill with their weapons.

* * *

Meanwhile, Kevin knocked on the door of Gwen and Becky's house as he groaned to himself and cracked his neck, nervously.

"It's just a dance, right?" he told himself. "Nothing to worry about. I look pretty good."

Unsure, he breathed into his hand and smelled, recoiling at his breath.

"I should've brought some gum."

That was when the door suddenly opened and out stepped Gwen, wearing a beautiful off-the-shoulder white dress and shoes along with her watch clad on her wrist as she stepped out and smiled at Kevin.

"Wow."

"Likewise."

"I got this for you." He held up a package containing her yellow rose corsage. "It's a corsage."

"Oh, Kevin. It's beautiful. Thank you, Kevin."

Kevin nodded with a smile as he took her hand and led her to the car.

"Be good to her, Kevin," Ken said from the living room as he played on his PS4. "Because if you're not, I'll find you."

"Done."

* * *

Big Chill turned intangible as he phased through the lasers that the security guards blasted at him.

"Some people just never listen."

"Don't hurt them!" Huntress shouted.

"Don't worry, Huntress. They won't feel a thing."

The guards turned to run just before Big Chill froze them into place. He then flew upwards towards a large vat of molten iron ore and then started gulping it down before he flew away.

"After him!" Matter Girl shouted as she fired up her bike and peeled off with Julie riding on her scooter beside her as they chased Big Chill through the streets.

Huntress fired arrow after arrow at him from the back of Julie's scooter before he went intangible and simply phased through them all.

"Stay out of this!"

He then fired a gush of cold air at them from his maw as Julie looked on and gasped as she felt her engine turn over from the cold and stop with Matter Girl's doing the same.

"Ben!" Julie shouted.

Matter Girl groaned out and slammed down on the handles in anger as she watched him fly away.

"That does it," she said, pulling out her Plumber's badge. "I'm calling Jen."

"Good call."

* * *

Jen sat on the sofa, watching the new and improved cartoon made on the Omni-Team, more age appropriate for all audiences than Super Alien Hero Buddy Adventures was. She sat with Emma beside her as she smiled and rubbed her head when she felt a tingling feeling in her pocket and then gasped as Emma looked to her.

"What's wrong, Jen?"

"Nothing, Emma. I just got to take a call."

She walked off to her room and then picked up her Plumber's badge and then whispered into it.

"Talk to me, Ally."

_"Jen, we need your help," _Ally told her. _"Big Chill's gone totally berserk. He's already given us the slip."_

"But Emma-"

_"I understand. Family comes first. And that's exactly why we need your help."_

"*Sigh* I'm on my way," Jen said, hanging up before she walked to the door as Emma looked over and took notice of her walking towards the door before she limbered herself up and her hand went to her wrist in preparation.

As Jen was about to take off after her brother, she heard a soft voice behind her.

"Jen?"

She turned around and gasped when she saw Emma standing at the door and walked up to her, arms crossed and foot tapping on the ground.

"What's going on, big sis?"

Jen sighed, knowing that there was no way out of this one. She had to confess to her sister her biggest secret."

"Emma," Jen said with a wince, kneeling down to her little sister's level and then putting her hands on her shoulders with a serious look upon her face. "I need you to make me a promise. What I'm about to show you is something you can't tell anyone. No one. Not your friends at preschool, not any of your pen pals-"

"Not Mom and Dad?"

"_Definitely _not Mom and Dad," Jen said. "Promise."

"Okay. I promise."

"No. You have to Pinkie Promise," Jen said, winking.

"You can't be serious."

"I am serious."

"Fine!" Emma said before doing the motions with her hands. "Cross my heart, hope to fly, stick a cupcake in my eye. Now just tell me!"

"Okay," Jen said as she stood to her full height. "You know about the Omni-Twins, right?"

"Yeah."

"Well..." Jen sighed before her hand went to her wrist and then she pressed the button, which activated her Omni-Suit as Emma gasped in awe, stars in her eyes as she put her hands to her mouth.

"Y-y-y-you're-"

"Yes. I'm Omni-Pink," Jen said. "And Ben is Omni-Green. And Gwen and Becky are Lucky Girl and Huntress and Ally is Matter Girl. And our friend Kevin is involved too."

"No way! My entire life I've idolized the Omni-Twins!" Emma said as she walked up and hugged her big sister hard. "And now I found out that they've been living with me this whole time! My big brother and sister are my favorite super heroes!"

"Yes we are," Jen said, smiling brightly. "And right now your big brother is in big trouble and I have to help him."

"I'm coming with you," Emma said.

"No you're not. I can't risk you getting hurt," Jen said.

"But if he's in trouble, than maybe seeing his little sister might help him. You need me on this one, sis," Emma said as Jen sighed.

"Okay. But do what I say at all times, kay?"

"Kay," Emma said, cutely as Jen dialed in her Omnitrix and transformed into...

"AeroForce!"

She then flew upwards and gripped Emma's arms in her feet talons and flew upwards, taking to the sky as she looked.

"Hope you can handle it," she said. "I'm actually going slower than this form normally does."

"I think I'm good."

* * *

Back at the crater in the desert, Big Chill flew towards it and then spat the molten ore out, filling the crater with the substance as he waited patiently.

* * *

Elsewhere, Kevin drove his car down the highway towards Gwen's prep school with a sigh as she smelled her bouquet.

"Yellow roses. How did you know?"

"I consulted a girl with a knack for what the ladies like."

"Really?"

"No. Actually, Becky told me. But she was really cool about it. She gave me a lot of good advice."

"My sister? Good advice? Really?" Gwen chuckled.

"Yeah. Jen even tied my tie for me."

"The girls and Ben gave you dating tips and tied your tie."

"What, it can happen."

As they approached the school, Gwen sighed.

"And Julie was saying something about him acting strange lately. I think that the girls are trying to help her too."

Kevin parked the car and opened Gwen's door after getting out with a smile.

"Let us dance, milady."

"...We can't go in there."

"What?! But I learned the proper forks and everything! Outside to inside, right? Or was that little to big? Aw man!"

"That's not the problem, Kevin."

"I knew it! You're embarrassed to go with me!"

"No, it's just that I think that Ben might be in some kind of trouble."

"What makes you say that?"

Gwen took her Plumber's badge out of her purse and pressed the speaker button.

_"Big Chill's on a rampage!" _Huntress said.

"Where are you guys?" Gwen asked.

_"Just outside the foundry,"_ Matter Girl reported. _"But he's gone."_

_"They've got some help!"_ AeroForce said into her phone.

"Jen?" Kevin asked, picking up his badge. "What are you doing here? You're supposed to be babysitting Emma."

_"I am babysitting Emma. She's coming with me. She's Ben's little sister too."_

"Yeah, well, the Omni-Team can handle this," Gwen said as Kevin got into the car.

_"Forget that," _Julie said sternly. _"My boyfriend is in trouble. I'm coming too."_

"My badge has a lock on Ben's Omnitrix coordinates," Kevin said, showing him the grid and Ben's current location. "It's outside of town just a mile west of Register Road. just north of Wigzell Avenue."

_"We'll meet you there," _Huntress said as Julie and Matter Girl peeled out of the factory entrance towards the coordinates.

* * *

Later on as Kevin drove down the road with Lucky Girl in the passenger seat beside him (who changed into her hero outfit to not ruin her beautiful dress) looking at the coordinates on her Plumbers' badge with a concerned look on her face.

"It's just up ahead," Kevin said.

"The girls said that it was Big Chill who went berserk," Lucky Girl said.

"Yeah, so?"

"We had a problem with one of the aliens going rogue five years ago too. It was Ghostfreak."

"I never did like that guy. What's your point?"

"What if there's a connection between Ghostfreak and Big Chill. Maybe these ghostly personalities are just plain evil."

"Whatever. We'll save Ben either way, alright?"

That was when the car pulled over as the girls waited on the two motorcycles as AeroForce swooped down and set Emma down beside her as she transformed back into Omni-Pink and crossed her arms.

"You told Emma our secret? Seriously?" Matter Girl asked.

"She deserves to know, Ally. She's our biggest fan. Plus, I had to bring her because I couldn't leave her alone when our parents are out."

"Aw!" Julie said, taking her scooter off as she walked over to Emma and rubbed her head. "That's your and Ben's little sister? She's _so _cute!"

"I know she is. Me and Ben have adored her since the day she was born," Omni-Pink said, crossing her arms as Emma blushed.

"Aw, stop it. You're making me blush," she said, scraping her foot across the ground.

"Emma," Jen said. "This is your brother's girlfriend, Julie."

"Nice to meet you. Ben's been head-over-heels for you since you met," Emma said, shaking her hand.

"And speaking of Ben," Huntress said as the assembled party walked to see the crater with tons of scrap metal in it.

"Well, that looks plain evil," Kevin said to Lucky Girl, who scoffed.

"Ben!" Lucky Girl said as she and Omni-Pink ran down to the crater with the others behind them as Big Chill stood on top of the metal.

"It's your family and friends," Omni-Pink said. "We can help you."

"Go away!" Big Chill shouted.

"Too much negotiating," Kevin said as he absorbed a piece of metal and Matter Girl groaned as she absorbed the scrap metal as well. "I'm going to go smack some sense back into him."

He ran forwards to Big Chill, who only turned intangible before taking a bite of Kevin's arm as Matter Girl grabbed him in a hold before she body-slammed him into the ground as he bit her arm.

"Ow!" she shouted. "Cut it out!"

She then reached out and absorbed a piece of concrete that Big Chill immediately spat out, groaning in pain.

Kevin dissolved his armor to see the tear in the tux.

"Dude! I borrowed this suit!"

Lucky Girl blasted out her mana blast as Big Chill grabbed it in his arms and shouted out, blowing out as she created a shield of mana in front of her before he was tackled by his sister as Firefox as she looked to him.

"Look, bro. We're here to help you!"

She then countered his ice breath with a gush of flames from her paws, creating a stalemate.

"I don't want any help!"

He then shouted and flew towards Firefox, just before he was encased in a mana shield as Emma stepped up to her and looked up to her big brother with puppy dog eyes and her lip pouted as she looked to him pleadingly.

"Oh no!" he said. "Not the baby doll eyes!"

"Got him," Huntress said as the others ran towards the crater. "Emma, keep him busy!"

"Stay away from there!"

He peeled out of the force shield, only to be hit by an arrow as Huntress glared after him and Lucky Girl and Firefox hit him with a dual magic and fire blast.

"You guys hurt him!" Julie said.

"Not for long," Matter Girl said. "I've seen him take worse. He's a tough guy."

"Whatever's wrong with him has to do with that thing," Firefox surmised.

"Then let's take it down."

The Levins then absorbed the metal nearby and leaped up and began pounding on the metal fixture in the crater with a shout, just as green goo splattered upwards and splashed Kevin as he glared.

"Ugh! Goo on my tux!"

They then looked downwards to see the goo start to bubble upwards in the crater as everyone, including Emma walked upwards to see what was happening.

"Ugh. _Maggot _goo all over my tux!"

Soon, a blue ball started to float upwards into the air and they all looked confused at what was happening.

"Um..." Jen began as more and more balls started to float upwards, totaling 14 in all.

A few seconds later, a ball started to morph before it eventually developed into... a Big Chill larva!

"Aw!" the girls all said as Emma squealed.

"Eee! So adorable!" she said, hugging the moth baby to her cheek as it flew away as the rest of the balls all morphed into babies as well.

"You have _got _to be kidding me," Kevin said as the babies all flew towards Big Chill and then hovered around him lovingly before they all started flying upwards into the sky, with the smallest one staying behind as it looked towards Big Chill as the others looked on, confused.

"Go on. Fly," he encouraged.

The smallest infant then flew upwards to space as the others all looked on in shock as the twins transformed back as they all changed back to their civilian clothes.

"Okay... that was weird," Huntress said as Jen looked to Emma with a sigh.

"Jen... did we just become aunts?" Emma asked.

"I think we did," Jen said, twitching. "...Let's never speak about this to anyone."

"Done!" the entire party sans Ben agreed.

"Um... what just happened?"

Julie took out her notebook and flipped through it before sighing and tossing it over her shoulder. "You may need to sit down for this one."

* * *

Later on, Kevin was showing the baby Big Chills to Ben as his sisters stood on either side of him.

"Yep," Kevin said. "Those are your kids, Ben."

"How?"

"According to this, Necrofriggians- that's Big Chill's species- lays eggs only once every 80 years or so."

"Lays eggs? But Big Chill is-"

"Genderless," Becky said. "It's a species that isn't divided into genders like most species are. That means every specimen is capable of laying eggs."

"They'll live in space where it's cold," Ally said. "And then they feed on solar plasma. You'll probably never see us again."

"I should've known it from your pickle cravings," Jen said, jabbing her brother in the arm with a chuckle.

"Well, that and him giving good advice."

"Hey, I can give good advice! What about the time I uh..."

"Hey, it could happen...mommy," Kevin shrugged as Ally got onto her bike and revved it up as Jen transformed back into AeroForce and grabbed Emma in her arms.

"We gotta go back home, bro."

"Then you'd better hop on if you want a ride," Julie said, firing up her scooter as Ally fired hers up with Becky in the backseat. "My curfew was half an hour ago."

Ben fastened his helmet as his sister flew off with his other sister in tow towards the house.

"This is the most embarrassing moment of my life."

"Which is why we'll never speak of it. And for what it's worth, I thought you made a very good mommy."

They then drove off after AeroForce, leaving Kevin and Gwen alone.

"Huh. This didn't turn out to be such a good night after all," Gwen said. "We missed the dance."

Kevin then smiled and turned the radio on in his car, turning on slow dance music. He stuck out his hand to Gwen, who only smirked at him and took it with a smile as the two teens started to slowly waltz the night away in each other's arms.

* * *

**Next time on Ben and Jen 10:**

**Undercover**


	23. Undercover

At the Omni-Team headquarters, Kevin was experimenting with the same teleporter pad as he placed a banana onto the pad as Gwen crossed her arms with Becky sitting beside her.

"This is a terrible idea," she said.

"Yeah, bro," Ally said. "We don't even know how to work a teleporter pad."

"Ben, Jen, tell Kevin that this is a very bad idea," Becky said. "...Ben? Jen? You guys aren't hiding, are you?"

"No!" Ben said, sticking out from a crate with his sister beside him. "It's just... what if a fly lands on that banana when it teleports and it re-materializes as a deadly banana-fly monster. I just don't want to be standing next to it is all."

"Well, that and the last time we messed around with one of these things, Ben and I got teleported to a desert planet and were almost killed by tons of deadly insects."

"Don't see the big deal, Tennysons. Didn't you two use to be able turn into insects on a dime?"

"That was different!" Ben said.

"Whatever. Here we go," Kevin said as Ally winced and pressed the button, causing electricity to generate from the pad, the banana levitating in place before falling down and exploding, sending molten banana everywhere.

The pad then started sparking electricity as the more sensible people in the group all face-palmed.

"This is not good," Becky said.

"Turn that thing off before it blows us all sky high!" Jen shouted.

"It's too hot!" Kevin shouted at the sparking controls.

"I know someone who can take the heat!" Ben said, transforming into Swampfire and he went to the controls.

They stopped sparking as they saw the teleporter start to spark out of control as Jen gasped in horror at what was happening.

"Open the door!" Swampfire ordered as Jen and Gwen both sent a mana blast outwards that hit the button, causing the door to open.

Swampfire then lifted the teleporter pad off its hinges and tossed it out the door before he gasped.

"Everybody down!"

They all ducked for cover and held their heads down as the teleporter exploded.

After about a minute, everyone slowly got up and looked downwards at the destroyed teleporter.

"Everyone okay?" Ben asked as he turned back.

"Forget that! What about the teleporter pad?!" Kevin asked, running forwards.

"Trust me. Deep down, he's glad we're all alright," Ally said.

"It's totally trashed," Becky examined the destroyed teleporter.

"At least we don't have to worry about any banana-fly monsters," Jen joked, trying to lighten the mood, not helping. "What? Just saying."

"I know a kid who might be able to fix it," Kevin said, standing up.

"So do we," Gwen said. "But she lives all the way in Royal Woods, Michigan. It's almost all the way across the country."

"Fix alien tech?" Ally asked.

"I'm not talking about Lisa Loud, Gwen," Kevin said. "She is clearly only really versatile with human technology. This kid is a total genius with any kind of machinery. It doesn't matter if it's human or alien. I'll bring Cooper over from his lab."

A mental record scratching sound came up in the other's minds as they looked on.

"Cooper? Cooper Daniels?" Ben asked.

"Pasty kid?" Jen asked.

"Blonde?" Becky asked.

"Bad haircut?" Gwen asked.

"Had a big crush on Becky?" Ally asked, raising an eyebrow, shooting a glare and a jab from her friend. "Ow!"

"Sounds like the same guy. But who wouldn't have a crush on Gwen's sister? She's tough as nails."

"Um, her family," Ben reminded him.

"Touche. You know him?"

"Yeah. He helped us with a group of our enemies at the end of our summer vacation," Jen said.

"I heard a little rumor from Lisa a few years ago that she kept in touch with him since they met and work on a lot of projects together over video chat," Becky said.

"You should've told us you knew Cooper," Ben said.

"It didn't exactly come up."

"Really, bro?" Jen asked, walking forwards. "You didn't think that a kid with the ability to manipulate technology would've been any help to us against the DNAliens? And he's a Plumber's kid too. That's our mission, right? Recruit the heroes of the planet so we can save the planet from the Highbreed?"

"It's possible I may know two or three people I haven't told you about, Jen," Kevin said as they filed into the car. "And by the way, if you guys are so smart, why didn't you think of Cooper before?"

"Okay, that's a fair point," Ben said. "Let's go."

"I have our old friends on speed dial," Jen said. "We should go see the Louds soon. We haven't heard from them in about two years, so..."

* * *

Later, Kevin drove his car down the road with Gwen in the passenger seat and the others in the back with Allison driving beside him on her motorcycle down... what looked like a rural neighborhood near Bellwood.

"Weird," Jen said. "I don't remember Cooper living so close to Bellwood before."

They parked the car and bike at a house as everyone got out and looked oddly.

"I thought you said we were going to Cooper's lab?" Gwen asked.

"We are," Kevin said and they walked to the door. "So, Becky, excited to see your ex?"

"Zip it, buster," she said as Kevin walked forward, leaving the original five teammates behind. "You _had _to mention the crush?"

"Probably not in hindsight," Ally whispered.

The team entered the house and looked around before finding the stairway to the basement.

"Why are we breaking in?" Ally asked. "Why couldn't we have just left a message with Cooper's folks?"

"Because Coop never leaves his lab. _Never," _Kevin emphasized. "Something is seriously wrong here."

They walked down the stairs and then looked for a light.

"Eh," Ben said. "He probably just went out for a-"

The light came on and they found the lab completely vacant with some packs of fries on the desk.

"-smoothie."

"Wow," Gwen said as she picked up a filthy shirt. "He _really _never leaves the lab."

She then dropped the shirt in disgust as the team looked around the lab.

"Search for signs of a struggle," Kevin suggested.

"This whole place looks like a struggle," Ally said, crossing her arms.

Ben then walked forward... only to step on a stray slice of pizza, which he peeled off in disgust, only to find some kind of ray gun. It then started to spin before firing a beam of light outwards at the monitors, booting them all up and showing a video message, which everyone stopped to look at.

_"If anyone finds this recording," _Cooper said over the video before the roar of a DNAlien was heard and he started running away, tossing boxes at the DNAlien as it chased him and then slimed his foot to the ground, as more DNAliens walked in and started to grab him by the arms. _"No! No!"_

And that was when the video cut away.

"There you go," Jen said, crossing her arms. "Signs of a struggle."

"Smart kid," Kevin said. "He left behind a message in a bottle so someone would see what happened to him."

"Gwen, Jen," Becky said. "Can you track Cooper's mana so we can find him?"

"Probably," Gwen said as she and Jen looked around. "His energy resonance is really strong here."

"Of course it is," Jen said. "His fingerprints are all over everything in this room."

The two then focused as their eyes and hands glowed pink and they brought their arms apart before smiling.

"Got him," Gwen said. "We can take us right to Cooper."

"In other words, you guys are attracted to him, just like your sister," Kevin said as Becky glared to him.

"I'm going to shoot an arrow through your butt, you-"

"Okay, that's enough of that," Jen said, catching her cousin in her telekinetic grip, surrounding her with a pink aura as she struggled in midair.

"Hey! Put me down!"

"Can we just go now?" Ally asked, walking through the door.

"Good idea," Ben said as Jen put Becky down and they followed.

* * *

After tracking Cooper's mana, the team soon found themselves at-

"Los Soledad?" Ben asked. "Cooper's trail led us here?"

"And it's completely deserted," Becky said.

"Yeah," Ally said. "At least last time we were here, their was a time monster for us to fight."

"I don't get it!" Gwen said. "We did everything right!"

"Well, love is blind," Kevin said. "And apparently, it screws up your powers too."

"Her powers are not screwed up!" Becky shouted. "Are you insinuating that she's jealous because Cooper had a crush on me?"

"Our instincts are telling us that Cooper's definitely nearby. Our instincts are never wrong," Jen said.

"Sorry, guys," Ben said. "But there's nothing here except-"

He then walked through the hole in the wall from before, only to walk through an invisible holographic shield.

"Ben!" Gwen said as they walked to the hole.

"Tennyson?" Kevin asked. "Where-"

Then, Ben's head and arm moved through the forcefield with an excited look on his face.

"You guys have _got _to see this."

The others then moved through the forcefield again, only to suddenly feel the chill as it started to snow and they started to bundle up from the cold, looking up to see the weather towers overhead and a bunch of DNAliens in front of a ship.

"It's DNAlien day camp," Jen realized.

They saw the DNAliens moving some kind of cases onto hovering devices that they then flew upwards to the three weather towers in the vicinity.

"_Three _of those weather control towers," Ally said. "This is definitely bad news."

"And whatever it is, Cooper's right in the middle of it," Becky realized.

"The cloaking field is hiding the whole city," Kevin said. "Where on Earth did they get a rig powerful enough to do that?"

That was when the others all looked at him, giving him a "really?" look.

"Right! Cooper built it for them. The only other genius who could've possibly done it is Lisa Loud, but she's not versed in alien technology."

"Everybody down!" Gwen shouted as they all ducked behind the wall as some DNAliens passed by them on their carts.

"With this cloaking shield up, these guys don't have to worry about anyone seeing them build... whatever that thing is," Ben realized, looking up at the giant arch.

"Guys, you still have a lock on Cooper?" Becky asked as Gwen and Jen closed their eyes and reached into their minds, trying to find Cooper.

"He's not far."

"Do you have any spells that will give us cover so we can find him?" Ally asked.

"Not on such short notice," Jen said.

"Then let's roll," Kevin said as the Omni-Team suited up and started moving, sneaking past the DNAliens around the military installation like they were in a Metal Gear game.

They heard a DNAlien talking in his native language as a cart passed by him on either side of them and they ducked down for cover.

The DNAliens heard the rustling of the snow and looked beside the cart to find nothing there before shrugging it off and getting back to work.

The camera panned up to reveal Omni-Pink and Lucky Girl generating mana platforms to hide from the DNAliens from above.

They got back on the ground and started moving towards the building where the girls tracked Cooper down to before ducking inside it with a flourish as they moved forwards.

Matter Girl took Omni-Green, Huntress and Kevin beside her as she opened the door with her backhand and the Anodite hybrids moved in, trying to track Cooper down.

They moved inside the building to see several doors as Lucky Girl's eyes glowed pink and she tried her best to track down the technopath with her cousin by her side.

"Why don't we just yell out 'Hey, Cooper?'" Kevin whispered.

"What, and have four thousand DNAliens crawling up our butts? Good plan!" Becky snapped.

Omni-Pink found the door at the center of the hall and nodded to her brother. "In here!"

Omni-Green nodded and prepared his gloved hand to the switch.

"And if there's four thousand DNAliens behind that door? Good plan?"

"We're not breaking in yet," he said as he adjusted his Omnitrix and slammed it down, transforming into...

"Goop!"

The gelatinous alien then dissolved his body and then oozed underneath the door as Ally nodded to him.

"Cool, but gross."

Goop reformed a tendril with an eye at the end that moved forwards and examined the area within. He saw Cooper using his powers to levitate the pieces of technology on the desk and then bring them together to build his device.

"Careful with those Varsidium pieces, human. They are priceless!"

Cooper said nothing and brought another piece to the assembled one before smirking as the two unleashed a sonic sound that sent the DNAliens into a frenzy before they fell unconscious and hit the ground.

He noticed Goop in the background and gasped as the pieces hit the ground and fell apart, the DNAliens recovering as a result.

"It was just an accident!"

"Clumsy child! You'll pay for that!"

Unfortunately, that was when Goop oozed towards them and glared at them.

"No hitting."

"Intruder!" the guards shouted, baring their weapons.

But before they could do anything, Goop oozed his gelatinous body around them and slammed their heads together, knocking them unconscious.

At that point, two blades suddenly pierced through the metal door and moved all around the frame before retracting as a metal-coated Kevin slammed the door in and sent it flying.

"Calvary's here!" Kevin said, just before noticing the unconscious guards at Goop's feet.

"...Not that you needed it or anything," Kung Fang said, sheathing her swords.

Cooper stepped up and looked at Huntress as she crossed her arms.

"Becky!" he said. "You totally came to my rescue!"

The twins then hit the cores on their chests, transforming back.

"Yeah. Excellent work there, Becky," Omni-Green smirked.

"She's wonderful," Cooper said, love struck.

Matter Girl then grabbed Cooper by the arm and started walking. "Let's go, lover boy."

"You have no chance at me!" Huntress hollered as the group walked off.

* * *

The team ran forwards, stomping through the snow before they all hid against the wall of the building to regroup, watching the DNAliens pass by as Cooper came running up, hands on his knees and gasping for breath.

"I *pant* gotta *pant* rest!"

"Have you ever considered getting a treadmill for that lab of yours?" Kevin smirked.

"We can't stay long," Jen said as she took her helmet off. "We have to get outside the shield before the DNAliens realize that Cooper's missing."

Cooper looked up at Becky, lovesick, and she stumbled back, disturbed at his look.

"The way you swarmed in there... just like when Princess Elena rescued me last week from the Caverns of Unforgiving Dismay!"

"Excuse me?" Becky asked.

"In Nations of Conquest, the M.M.O.R.P.G. I play."

"Excuse me?" Becky repeated.

The twins sighed.

"Massively Multiplayer Online Role-Playing Game," they chorused, before pounding fists without a look at each other.

"Yeah, Becky," Kevin said. "Your fighting skills being +3 Nerd Bait."

"Guys, this is serious," Ben said, getting between them. "It's the biggest DNAlien plan we've seen yet."

"Yeah," Jen agreed. "As long as that cloaking shield is up, they can work 24/7 without interruption."

"I'm the one they forced to build the cloaking device," Cooper said. "Cutting it down shouldn't be too hard."

"Then that's what we're going to do," Ben said.

"But we've been lucky so far," Gwen said. "Sooner or later, they're bound to sot us."

"That's not gonna be a problem either."

"Because why?" Ally asked, rolling her eyes.

"Well, before I built the big cloaking projector, I built a smaller one first. A prototype."

He then pulled the device out of his pocket, showing it to the Omni-Team.

"The field it generates should be enough to cover all of us... if we squeeze together real tight," Cooper said with a blush.

"Oh, you have _got _to be kidding me!" Becky said.

"Let me help you out there, Becky," Kevin teased, shoving them together as they all huddled closely.

Cooper then pressed the button, cloaking everybody in an invisibility shield.

"I don't feel invisible," Ben said.

"You're not supposed to _feel _it," Gwen said. "Just ask Luan or Mylene."

"Follow me," Cooper said, running forwards with the others following him as they ducked out of the way of a DNAlien running forwards on a mine cart.

"Score!" Jen whispered. "Nice work, Cooper. Now let's go find the big one so we can shut it down."

As the team walked forwards and then crossed their arms, Ally walked over to Cooper and Becky and smirked.

"Hey, Coop, think about it," she chuckled. "First the damsel saves you, and now you get to be the knight who saves the day."

"Jealous much, Kevin?" Gwen asked, now playing along.

"I'm not jealous!"

At that point, a DNAlien turned his head to them and they immediately zipped their lips, shutting up as he returned to his business, walking away.

"The cloak keeps us from being _seen, _not _heard!"_ Ben shushed. "So-"

"Uh-oh," Jen said, noticing the cloaking device start to spark out as their invisibility shield faded away.

"There's always a few bugs with a prototype."

The device fell to the ground and exploded, catching the attention of the DNAliens.

"Who are they?!"

"What are they doing here?"

As the hybrids advanced, everyone looked on, scared, their cover blown. They looked behind them to see them cornered by a wall as the DNAliens advanced on them.

"There's nothing around here for me to touch!" Kevin said, just as they were grabbed by the DNAliens that all roared and took him and Kevin by surprise, restraining them.

"Don't worry!" Ben said. "I'll just-"

That was when he was grabbed too along with Becky and Ally by the snarling minions of the Highbreed.

"No!" Jen said as she was grabbed as well.

Gwen lit her hands up in mana and then tossed some disks to the DNAliens, sending them back as Jen grit her teeth as her eyes glowed pink and she leaned over, and exuded a wave of pink energy from her body, sending tons and tons of the DNAliens flying backwards as they swarmed her and the two Anodite hybrids stood back-to-back, hands coated in mana.

"There's too many of them!" Gwen shouted as the two fired out their mana blasts, sending them back.

"Keep firing, girls!" Becky shouted. "You're our only hope!"

They continued... just as a DNAlien went in from above and tackled them to the ground.

"No!" Kevin shouted.

"Don't hurt them!" Cooper said.

"We're okay," Jen groaned as the DNAliens restrained them.

"That's only because you're worth more to me alive than if I allowed them to tear you limb from limb," said a haunting voice as the Highbreed approached them.  
"Now then, you are going back to work for us."

"Forget it! I won't do _anything _for you!" Cooper shouted, yanking his arm away from his restraining DNAlien.

"You'll do as I say. Or your friends will pay the price."

"Actually, we're not all that close," Kevin remarked as Ally glared and stomped on his foot. "What? Just saying."

"Is that what you want, human? For your friends to pay?" the Highbreed commander asked, running a claw across Becky's face.

"Get your hands off her! I'll do it, I'll do anything!"

"Then get back to work!"

* * *

Soon after that, the Omni-Team was tossed onto their butts, landing inside of a darkened cell-like closet as the DNAliens closed the door on them.

"Ow!" Gwen said as Jen focused and lit a ball of mana that she sent into the air, illuminating the room.

"So, now you go Humungousaur or your Anodite form and get us out of here," Ally suggested.

"Not even Humungousaur would last against all those DNAliens at one time," Ben said. "Even Jen at her best couldn't."

"Plus, they'd just use Cooper against us like they used us against him," Gwen realized.

Kevin looked through the peephole of the door and saw the DNAliens walking forwards, carrying equipment.

"That is a lot of guards."

"Kevin,," Jen suggested. "Why don't you touch this piece of, what do they call it, versidium?"

"Okay," Kevin said as he absorbed the versidium. "Why?"

"I'll show you," Ben said as he transformed into...

_"Echo Echo!"_

That was when Becky looked into the corner and picked up a large mallet lying there and hefted it over her shoulder as Ally knocked on the door and a DNAlien took notice of her.

"Excuse us?" she asked sweetly. "There's no bathroom in here and I _really _have to go."

The DNAlien unlocked the door as it burst open and the team ran out with Kevin hefting Echo Echo up as Becky handled the mallet like a baseball bat and glared.

"Now, Becky!" Jen shouted, covering her ears with the rest of them as Becky shouted out and whacked Kevin with the mallet with all of her might, causing Kevin to gasp out as the versidium vibrated hard and into Echo Echo, causing his sonic scream to go out harder than usual.

The DNAliens all shouted out in pain and agony, sending them all crashing down to the ground unconscious, letting the team run out the door as Kevin glared at Becky, who dropped the mallet.

"Did you have to hit me so hard?"

"No charge! Now come on!" she said, running forwards with the swarm of DNAliens following them as Kevin turned around and Jen and Gwen nodded to each other and blasted their mana blasts forwards, blasting into Kevin and redid their combo move, knocking all of the DNAliens down.

"Come on!" Gwen said. "Cooper's this way!"

Everyone then ran forwards to the warehouse nearby as Cooper levitated the machine parts up in the air and was about to piece them together... just before a guard whacked him, causing the pieces to all fall down, separating again.

"Faster! You have to make up for the time you lost trying to escape."

It was at that point that the sonic scream reverberated again and knocked the DNAliens unconscious. Cooper looked behind him to see the Omni-Team standing there, smiles plastered on their faces.

_"Ready to go?" _Echo Echo asked.

"Please say yes," Kevin whimpered.

The team all ran away as Jen activated her Omni-Suit and created her energy shield from her arm, blocking the blasts from the DNAliens' weapons as Becky looked to Cooper and nodded.

"Stay behind me, Cooper!"

She reached into her belt and flicked her bow open, blasting the DNAliens back with her arrows as they all fell down as she glared and Gwen put a forcefield up to protect her.

"Ah," Cooper sighed. "Just like Princess Elena rescuing me from the Caverns of Unforgiving Dismay."

"Stay behind me and don't talk!" Becky shouted.

The DNAliens all ran forwards as Ally ran in and did a sweep-kick on one to knock it down before front-flipping forwards and socking another in the gut and then grabbed another in her hands before she headbutted another, knocking him unconscious... just before she rubbed her head.

"Ow! Okay, headbutting an alien without armor, bad idea."

Kevin then smirked as he pounded down on the DNAliens and then tossed them away before everyone found themselves surrounded by the DNAliens as Gwen put up another forcefield to surround them as Jen looked to her Omnitrix and nodded.

"Get ready to rock, guys," she said as she slammed the core down.

Jen was surrounded in a pink energy sphere as she felt her DNA being rewritten. She curled up as her muscle mass increased. Her skin turned a whitish-grey and her hair turned red and restyled itself into a small mohawk. Her ears pointed out like an elf's with her left one getting a slight chip and skull earrings appeared on them. Her clothes restyled themselves into a pink shirt with sweetheart neckline, a sleeveless black leather studded vest, hot pink leggings with a black and hot pink skirt with two silver chains dangling from the sides, two black spiked wristbands around her wrists, and heavy combat boots with spikes around the ankles. The Omnitrix symbol was on her chest and she stuck out her hand and a red guitar with a pink hourglass symbol on the front appeared and she played a rocking power chord as the transformation ended.

"Rockette!" the Zepplian shouted and she struck a power chord, sending a wave of DNAliens and smirked to herself, swatting their blasts back with her guitar and she stuck her tongue out like Gene Simmons and smiled as Kevin and Allison dodged and knocked the DNAliens back.

"Cooper, how close are we to the big cloaking device?" Kevin asked.

"Just keep heading forward to where they're building that arch?"

_"What is that arch for anyway?" _Echo Echo asked.

"They wouldn't tell me!"

Cooper gasped as a DNAlien snuck up and it backed up with a glare to the team.

"Stand where you are. Don't move!"

Cooper glared and then slammed the DNAlien in the crotch, causing it to glare and hiss, falling to the ground and Kevin socked it away with a glare.

_"One more blast, Gwen" _Echo Echo said. _"A _big _one."_

"Terrific," Kevin muttered as Rockette spun her guitar pick in her hand and nodded.

"I'll help," she said as she rose her hand in the air and Gwen backflipped over and blasted Kevin with a mana blast, sending the versidium vibrating through him as Echo Echo released his massive sound wave and Rockette shouted out as she released a massive power chord from her guitar that combined with Echo Echo's wave of sound, sending all the DNAliens crashing to the ground.

After the deed was done, everyone ran away towards the alleyway to the massive arch as Kevin dissolved his armor and the twins transformed back to human form.

"This is it!" Cooper said.

"Then do your thing!" Ally ordered.

Cooper nodded and pressed his hand on the arch and then suddenly gasped and the camera shifted into his eye and a massive flood of information and issues involving a swarm of DNAliens, an armada of ships, the Highbreed and even the Earth exploding occurred.

He gasped.

"What's the matter?"

"I... I saw equations, machines, another planet," Cooper panted.

"We'll figure it out later! Crash the cloak!" Jen shouted.

Cooper nodded and then lifted his arms up, his eyes glowing blue, levitating the cloaking device in the air, coloring everyone standing there impressed at the power he possessed, before he made the parts separate themselves from each other and then they all fell to the ground.

* * *

Outside, an unassuming truck driver drove down the road, when all of a sudden, the cloak shut down, revealing the weather towers and archway looming voer his head.

"What the?"

* * *

As all the pieces fell to the ground, Ben looked on.

"Good. Jen, Gwen?"

"On it," Gwen said as Jen stepped next to her and both their hands glowed pink as they conjured a massive tower of mana from their hands that they then brought down onto the machine parts, destroying them for good.

"That's a mission accomplished," Becky said. "Now all that's left is-"

That was when blaster fire rained down on them and they gasped when they saw the DNAliens approaching.

"-Run, really fast!" Ben finished as everyone ran away to the wall where Kevin's car and Ally's bike were waiting for them.

"We probably should've parked closer to town," Ally said.

"Ya think?" Kevin glared.

They all got into the car and ran off and peeled onto the road, away from Los Soledad as the gunfire rained upon them.

"Should we organize transports for pursuit?" one of the DNAliens asked.

"No," the Highbreed answered. "We do not want to arouse suspicion from the local authorities. The project at hand is too important."

* * *

Kevin and Ally drove down the road as Cooper looked out the window, stuffed into the front seat with Ben and Jen as Becky rode on the back of Ally's bike.

"Kevin," Cooper said. 'They're not following us anymore."

"They don't have to," Kevin said. "Who would believe us if we told them what's really going on there?"

"Anyone who checked it out would find what just looked like normal humans anyway," Gwen confirmed.

"Not even _we _know what's really going on in Los Soledad," Ben said.

"Which means that someday soon, we have to go back," Jen said. "Can we count on you to help, Cooper?"

Cooper looked out the window, staring at Becky on the bike dreamily, stars in his eyes as everyone groaned in disgust.

"Anything you need."

Everyone smiled to Becky as she glared as she glared at them from the bike.

"Don't even," she said in disgust.

"By the way, Cooper," Jen said with a smile and a wink. "You're welcome for the save in the Caverns of Unforgiving Dismay."

"Huh?" Cooper asked as Jen giggled and slapped his back.

...But as soon as she did, she gasped and held her head as it ached and the same series of events that Cooper experienced flashed through her skull, similar to the spells her brother had from time to time, but with the added addition of herself turning into some kind of alien creature with flaming wings and hair, flaming in the background. The visions stopped and she gasped, panting in the seat as the others looked to her.

"Jen? Jen! What's wrong?" Ben asked as Jen gulped and shook her head.

"It's nothing. Just keep driving," she lied as they drove down the road.

* * *

A few hours later after the truck driver reported what he found to the sheriff, he went over the notes with construction workers that were obviously the Highbreed and DNAliens in disguise outside of Los Soledad, which had no snow and no visible weather towers and

"Well, deed to the land, construction permits, everything looks ship-shape," the sheriff said.

"I swear, one second it looked like there was nothin'," the truck driver said. "And then the next-"

"Must be the heat playing tricks on you," a "construction worker" said. "We've been out here for months."

"Still don't know who'd want to build a mall all the way out here," the sheriff said, handing the permits back to the lead "worker."

"Oh, our company's very forward thinking, sheriff. Trust me, someday very soon, this will be where _everything's _happening."

"Huh. Alright then. Sorry to bother you," the sheriff then took his leave and the truck driver drove off.

In the squad car, the sheriff wrote down the notes on his pad as the lead "worker" walked up to his door and waved him off as he drove away before he and the DNAliens shed their ID masks and threw them to the ground.

"Continue to work. The time at cleansing is nearly at hand."

They walked back in as the camera panned up to reveal the massive archway.

* * *

Jen was tossing and turning in her bed over what she experienced from Cooper, seeing the massive invasion that may have been incoming towards them as she began to sweat before the nightmare suddenly shifted over to her curling up before she transformed in a plume of massive magenta fire before she woke up screaming in a cold sweat, panting hard as she looked around to see everything was normal before she threw her blanket off and then slipped her feet into her fuzzy bunny slippers at the end of the room and walked over to the hallway to her brother's room at the opposite end before she walked over.

"Ben, Ben, wake up," Jen said as Ben groaned and sat up.

"Wha-"

"I just had the worst nightmare ever," Jen said. "It involved a massive invasion of the DNAliens and the Highbreed and the Earth exploding! And then, I changed into this strange phoenix-like creature. It was so-"

"Jen," Ben said as he took her by the shoulders and took her into a hug as she buried her face into his chin, close to tears. "I know what you're going through. That wasn't a nightmare that you had."

"It wasn't?"

"No. It was a vision," Ben said. "I've had similar visions before, though very rarely. One of them involved you transforming into the creature like that. I don't know what it is, but I think it may have to do with why the Protectors are so interested in you."

"Why didn't you tell me?"

"Because I didn't know if it would come true. But after my vision of what happened to Grandpa Max did, I didn't want to tell you until it was time. I guess this was it."

"You have these... precognitive visions too?" Jen asked.

"Not often, but it happens. It was told to me by some interdimensional traveler called The Watcher. He doesn't really fight anyone or participate in battle. He's just an observer."

"But if these are visions of the future, then that means they're not set in stone, right?"

"Maybe," Ben suggested with a shrug. "Or maybe the future isn't what it looks like from first glance."

As the twins talked, The Watcher smiled, his cape waving in the wind as he shook his head.

"Oh, young Jennifer. You truly have no idea what fate has in store for you, do you?"

Little did he know that nearby on another building, Scarlett was watching as well with her golden blonde locks waving in the wind as well.

"But it's coming soon. Very soon, my child," she said as she looked at the enchantlet around her wrist and then put it to her heart with a sigh. "Whatever happens, I promise that I will not let you guys down... Not again."

* * *

**Next time on Ben and Jen 10: Alien Force**

**Kindred Shadows**


	24. Kindred Shadows

A woman was standing at the bus stop waiting patiently for her bus when a man in a ski mask ran up to her and grabbed her purse.

"Hey!" she shouted with a gasp as he smirked and yanked the purse out of her grasp and then ran into an adjacent alleyway as she screamed after him.

"Stop! Thief!"

The thief ran for about 10 minutes through the town alleyways and gasped, hitting his knees as he rifled through the woman's purse, unaware that a shadowy presence was leering on him from the rooftops as she glared out and then leaped off of the building, her hands glowing with a shadowy energy as she seemingly teleported through the shadows.

Suddenly, the thief was blasted back with a shadow blast as she walked forwards and the shadows that were cast down from the lights on the alley and then she formed them into tendrils, including using his own shadow against him to bind him and hold him in the air as she glared hatefully, emerging from the shadows, her prominent features hidden by the darkness.

"Wh-wha-"

"Drop the purse," the young woman ordered in a rough voice.

He didn't need to be told twice as he dropped the purse at her feet and started whimpering in fear as she picked the purse up and moved back into the shadows before she dropped him on the ground and then gave him a nice slug across the face with a powerful punch, echoing through the night and sending him into unconsciousness as he fell into a puddle and she put a sign on his chest that said "Arrest me," before moving back into the shadows, vanishing from the area.

She then moved back to the distressed woman at the bus stop and then dropped her purse onto the bench by her side as she walked back home, hands in her pockets, her blue eyes mostly obscured by her long black hair and she wore dark clothes and had pale skin.

"Thank you!" the woman said as the girl looked back over her shoulder. "Whoever you are."

"I'm trying to figure that out myself," she said under her breath as she moved back, not escaping the attention of the triplets looking on from another rooftop.

"Power over shadows?" Lila asked. "Sounds like your kind of girl, Nate."

"Better tell the Omni-Team about this, guys," Wade said.

* * *

Ally shouted out in effort as she let out a few punches and kicks outwards, dodging her opponents swipes before she shouted out and landed a kick on the side of the woman at the other end before landing her with a series of jabs to the head before dodging a punch and slamming her with an uppercut, drawing some blood as she glared out, sweat pouring down her pale skin.

"Finish her!" the coach shouted as Ally nodded and shouted out, landing a strong right hook to the nose, sending her to the end of the ring in a daze as she fell down, and Ally smiled and took her kickboxing gloves off and then walked over to her opponent and then tossed her a towel and a water bottle.

"Hit the showers, Tara," the coach said as the woman groaned out and poured the water over her, washing away all the blood and wiped it off with the towel.

"Wow. I haven't been hit like that for awhile," Tara said in compliments to her.

"You're not so bad yourself, sister," Ally said with a smile.

"I never expected a goth like you to be this tough or this chipper," another fighter said from behind.

"You can thank my best friend Jen for that," she said. "I think she's rubbing off on me. And yeah, I'm a goth. But that doesn't mean I can't be cheerful when it calls for it."

"Allison?" said a voice and they looked over to see a man wearing a business suit nearby and with the coach.

"Oh man," Ally said as she turned to the other girls and she packed her stuff up into her bag. "It's Chris, my manager."

"This might be good," another girl said.

"I'm sure, Valerie."

Ally walked over and went into the office with Chris and the coach.

"Now, Allison," Chris said as she took a seat. "Your reputation is growing exponentially. You've been getting better and better at your fights the last few months. You even managed to tie with one of the best young fighters in Paris. That is why me and Corey here think that you're ready."

"Ready?" Ally asked with a raised eyebrow. "Ready for what?"

"Your next match is probably going to be the biggest fight of your career, young lady," Corey said with a smile.

"What are you talking about?"

"A match with Loud."

"Loud? Lynn Loud?" Ally asked, knowing first hand the raw strength that young woman possessed in her body that just didn't seem human... mostly because it wasn't. It was superhuman.

"The one and only," Corey said with a smile as he looked to her. "You're the best fighter we have right now and we would't have signed you up for this if we didn't think you could do it. What do you say?"

Ally looked down and then flashed back to her gym in her apartment that had her awards for kickboxing tournaments lining the shelves. To do something like this was to put her reputation on the line. But all her life, she's been a risk-taker and to refuse an opportunity like this would be completely out of character for her. She had to do this.

"Let's do it," Ally said, shaking Chris' hand with a smile as he nodded.

"Great. I'll give Lynn's agent a call right now. Your fight is in Royal Woods in two weeks."

"Awesome. I'm really looking forward to brawling with her," Ally smiled as she tossed a few punches in the air and then slung her bag over her shoulder and then walked towards the door and slung her bike helmet down on her head and then revved up her bike. "And maybe recruit the L-Crew to help us fight the Highbreed."

She then drove off towards her job at Stratton's Ale House and then she sighed and walked off, changing into her jacket and started chopping up the aromatics for the day as the chefs all looked to her as she wiped her bow off.

"Wow," the other chef said as they looked to her. "You're working hard today."

"I just got back from the gym," Ally said as put her veggies in the pan and started sauteing them. "I'm going to Royal Woods in two weeks to fight Lynn Loud."

"Ooh, she's a tough one," said a waitress with a smile. "The entire Loud family is."

"Believe me, very few people know that better than me and my friends," she said as she put a plate of fried chicken up and sent it out on the line, showing them sitting at a table, conversing about plans on how to defeat the Highbreed as the camera panned over to the girl taking their order, who was the same young woman from the opening.

She had dark black hair that went down to the middle of her back in length and pale skin that had freckles and green eyes. She wore the Stratton's Ale House short sleeved shirt as she put on a smile to the Omni-Team as she looked on.

"Welcome to Stratton's Ale House, can I take your order?" she asked, holding out a notepad. "How about some drinks?"

"Yeah. Can I have a Coca-Cola?" Jen asked as Gwen smiled.

"I'll take a root beer."

"Mountain Dew for me," Becky said.

"Coke: Zero Sugar," Ben said.

"And for you?" she asked Kevin.

"Water."

"I'll get those in now," she said as she went over to the soda dispenser and started filling the glasses and looked at her hand as she saw the tips of her fingers generated dark energy as Ally walked over with a smile.

"Hey, Maggie," she said to her. "How's it going?"

"Huh? Oh, it's nothing," Maggie said, though it was obviously lying through her teeth.

"No seriously. How's it going?"

"Just have a lot on my plate at home. You know, friend issues," Maggie said, though she wasn't entirely lying at that point.

"I get that," Ally said, jabbing her arm as Maggie chuckled weakly before rubbing her arm and looked at her phone and sighed, shaking her head.

"My shift is over. I'll see you Saturday, then?"

"Deal," Ally said as they shook hands as Maggie turned to get her things just before Ally got a serious look on her face and then thrust her arm out and her bracelet from the hideout shot out a tracking device that latched onto the back pocket of Maggie's pants and she walked out, not knowing the suspicious look her co-worker sent her as she sent the drinks out to her friends with a smile.

"So, what's happening, Ally?" Jen asked as Ally crossed her arms and presented the group their drinks.

"Well, for one thing, I've got a fight against Lynn in two weeks," Ally said.

"No way! You know her super-strength. You can't beat her," Ben said.

"If she lets me absorb and copy her powers, I might have a chance."

"You have worked miracles before," Jen said with a smile and took her best friend's hand.

"Anything else?" Gwen asked, raising her eyebrow.

"Well, there's a waitress who works here, Maggie. Something's clearly going on with her and I want to know what."

"We also got the scoop from the Light Triplets that saw a young woman battling in the shadows last night who took out a thug and returned a purse to a woman waiting for the bus," Becky said as Ally smiled to her.

"Call me crazy, but I did hear a few rumors from Luan a few years back about a friend she had who had the ability to manipulate shadows. Her name was Maggie too. I wonder."

"You're going to follow Maggie so you can see if you're right?" Jen asked.

"Of course," Ally said. "Don't follow me. This is something I've got to do on my own this time."

"Done," Ben said as he and Jen smiled. "I have a date in an hour with Julie anyway."

"Justin said he was going to show me his guitars later anyway."

"And we've got karate practice," Gwen said as Becky smiled.

"What's your record?" Kevin asked.

"We're all tied up," Becky said. "I beat her thirteen times, she beat me thirteen times."

"Well, good luck to both of you," Ally said as she stood up and went back to work for about two more hours. "And from the looks of things, I'm going to need some luck too."

* * *

Later at nightfall, Ally, clad in her Matter Girl costume, looked out on the streets, doing patrol as she looked at her Plumber's badge to show the tracking device she had secretly planted on Maggie as she drove forwards and approached it before she pulled up to a nearby alleyway and parked her bike, locking it up as she saw the black dot on her device ping outwards before she was suddenly swatted back by a shadowy tendril and was pulled into the alleyway all by herself as she groaned and rubbed her head.

"Ugh," she groaned as she saw a young woman step out in a purple hoodie, a plaid skirt and heavy combat boots with a glare as she walked up and Matter Girl stepped up and put her hands in front of her face as she saw her badge and saw it pinging, confirming she had located her target.

"Maggie?" Matter Girl asked as Maggie gasped and stepped back, shocked.

"How did you know who I am?"

"Why wouldn't I know you who are?" Matter Girl asked as she removed her mask to reveal herself. "It's me, Ally!"

"Why am I not surprised?" Maggie asked. "All my best friends always turn out to be superheroes."

"Huh?"

"Promise not to freak out, Ally," Maggie said as she rose her hands and the shadows that were formed on the sides of the alleyway by the lights suddenly morphed upwards by her and Maggie looked to see her own shadow separate from her as Maggie willed them all to morph into shadowy tendrils and blades with a sigh before she dispelled her powers, sending her shadow back to her, leaving her stunned.

"You have superpowers?"

"Um... yeah."

"Cool!" Ally said

"Wait, you're not at all freaked out by this?"

"Maggie, my best friend is a half-alien who can control and manipulate life energy. Do you really expect me to be freaked out by this?"

"Fair point... your best friend's half alien?"

"We've got a lot to talk about. Come on, we'll meet back at my apartment."

"How did you find me anyway?" Maggie asked as she waked with Ally as she transformed back and handed her a spare bike helmet.

"Tracking device. That's how it always is, isn't it?"

"I guess," Maggie sighed as Ally drove off back to her apartment.

* * *

Maggie sat down on the sofa as Ally came in and smiled warmly to her as she sat down.

"What kind of a goth are you?" Maggie asked, noticing Ally's dark clothes but obviously cheerful mood. "When I lived in Royal Woods, there was a group of goths and you're nothing like them."

"Hey, 'dark' doesn't always mean 'depressing,'" Ally said, pushing a tray of cookies over. "Cookie?"

"Thanks," Maggie said as she took a bite of a cookie with a small sigh. "Wow. Your reputation around town is warranted."

"I'm not sure that my powers are absorbing or incredible cooking," Ally smirked before she crossed her legs. "So, what about you? You said you were from Royal Woods?"

"Originally," Maggie said as she began her tale. "Gather round and listen to my tale of woe. It all started about three months after the L-Crew showed up in Royal Woods and started doing deeds. I was starting to stand up for myself a bit to some popular girls for mocking me and my friends. I was out with a group of some emo friends one night at a barn and I had uncovered this spellbook and a scythe. An incantation from the book brought the horror movie villain the Harvester to life."

"I saw that movie. I didn't like it," Ally said. "Everything in that movie looks so fake."

"The L-Crew tried to stop me and they did, but in the process I was struck with dark energy and there I was, left with these," the emo girl said, showing her hand that emanated dark shadowy energy from it before she closed her hand. "The ability to control and manipulate shadows. Some may view this as a gift, but I saw them as a curse. I wanted to get rid of them. So I teamed up with that jerk Hydro and his crew called the Revenants the L-Crew. One of them was my best friend Luan Loud. When I found out about the Louds being the L-Crew, I turned against them but then I ran away to Salem, Massachusetts about the time you and the Omni-Team showed up there and took down that Enchantress witch."

"Wait, wait, hold the phone," Ally said. "You're _that_ Maggie? Luan mentioned you on a video chat 3 years ago. I didn't think too much of it until now. How did you get here to Bellwood?"

"I may have caused a bit of a ruckus in Salem, so I used my ability to travel through the shadows to sneak onto a plane with everything I had and then found myself here and then got a job as a waitress to make money for an apartment."

"Wow," Ally said, stunned a bit. "That's a crazy story."

"I know, but it's true."

"Believe it or not, Maggie, I was like you once upon a time," Ally said as she laid down and sighed. "Me and my younger brother Kevin were raised in a really rough neighborhood in New York."

"Harlem?"

"No. The Bronx," Ally said, sighing. "South Bronx to be precise. Tons of gangs in the streets, violence, riots, the kind of place you would never want to live in. But the one we looked up to the most was our dad, Devin Levin. Me especially. When I was 6, he died on a secret mission for this organization called the Plumbers and it was shortly after that that my brother and I discovered our powers to absorb pretty much anything. Kevin demolished our home and I ran away with him," Ally said.

"Wow. And I thought that _I_ had it bad," Maggie said.

"I thought I was a freak for a while too," Ally said. "I wanted to be normal for a bit too. And this is something I never told anybody. But you know what made me realize that I wasn't a freak? My best friend Jen Tennyson."

"Pinkie? She's your best friend?"

"Of course she is. Opposites attract after all. She helped me realize that my powers don't make me a freak. They just make me me."

"Maybe that's how it works for you, Ally. But I just want to be normal."

"That's just the thing, Mags. You're not normal. In my mind, normal doesn't exist because everybody is unique in their own way. I hate to say it, but it's the truth."

"What's your point?"

"I think you should give these powers of yours a chance. Not accepting these powers is like not accepting yourselves. Give it about, say... a month before you get back to me. Just take the advice of your co-worker, okay?"

"...Okay," Maggie said as she stepped up and walked off.

"Besides, the Omni-Team and I have a major problem with this group of evil aliens called the DNAliens who want to take over the world. We could really use your help."

"Why do you need _my_ help?"

"With a group of aliens as numerous and as powerful as this, we need all the help we can get. Are you in or are you in?"

"Given those options, I'm in," Maggie said. "On one condition."

"What?"

"Next time you see Luan, tell her I said 'Hi.'"

"Done. See you in three days," Ally said as Maggie smiled and walked to the door back to her apartment before ally stopped her.

"You're a great person and your friends know that for a fact," Ally said with a smile. "And if some people think that you're a freak because of your powers, then that's their loss. Not yours."

"...I'll keep that in mind," Maggie said as she closed the door and Ally sighed as she laid back down on her couch and then sighed, looking up at the ceiling and she turned on her TV with a smile as she turned it to the news of her friends battling it out in a car chase against some bank robbers.

"Pity I had to miss that action," she said to herself. "Oh well. Sometimes you need priorities."

* * *

**Next time on Ben and Jen 10:**

**Pet Project**


	25. Pet Project

Late at night, the Forever Knights were meeting in their castle with a scientist by name of Joseph Chadwick. He was a slender man who has a black hair, a red scar on his right blue eye and wears a white labcoat, grey trousers, and black shoes.

"My fellow Knights," he said to the assembled party. "We have lately endured a grave defeat: our prisoner, the villainous dragon, escaped from our grasp."

Joseph showed the knights the footage of the Forever Knights last encounter with the Omni-Team.

"But does this mean we have lost? Do we now abandon our sacred duty?"

"No!" the Knights all chorused.

"No! Instead, we must pursue the beast across the void. We must destroy it and its vile species once and for all!"

Te Knights all cheered to the scientist's speech.

"To this end, I have built a starship, combining dozens of alien technologies we have acquired.

He then turned on some spotlights to illuminate the ship in the corner.

"Although its controls are too complex for human operation, I believe I have found a solution."

Joseph turned on another screen which showed a Galvanic Mechamorph (who we know as Ship) running amuck through Bellwood.

"These recent phenomena are the work of a Galvan shapeshifter. Equal parts machine and beast, which can assimilate and duplicate any device it encounters. With it, we will create an armada of spacecraft, which we can use to obliterate the dragon home world!"

That was when a rather large and bulky knight appeared out of the shadows and removed the grate from his helmet to reveal his face.

"I'll catch your beast for ya."

"Beware, Sir Morton. It will not be easy to capture."

"That's what makes me job all the more interesting, don't it?"

* * *

At the same time at the Yamamoto residence, a rustling was heard in the bushes and then it slithered across the ground and then knocked on the door, which was answered by Julie, who then gasped and beamed up like a ray of sunshine at the familiar Galvanic Mechamorph pup before her.

"_Ship!"_

Julie then ran out to the yard and Ship leaped all around her legs and smiled as she knelt down and pet him under his chin.

"Where have you been?"

_"Ship."_

"Yes, hello. I'm glad to see you too. Okay, Ship. Show me a new trick."

Ship then leaped into the air and morphed into a toaster, sending some pieces of bread (that resembled his form) to fly out, causing Julie to laugh.

"That's a great one."

At that point, Ship leaped up and turned into a washing machine and then transformed back.

"Good boy! Good, Ship! Anything else?"

Ship then leaped up and trasnformed into... a submarine and landed on the ground, practically creating a crater.

"Okay, um... change back."

Ship did so and Julie pet him with a smile... just before looking up and saw the damage the submarine left, including knocking down a few trees and the crater in the ground.

"How am I supposed to explain this?"

That was when she heard the honking of a car horn and gasped.

"Oh, um, gotta go! See you later, okay?"

Julie turned and waved goodbye, leaving Ship in the backyard as he crawled up.

_"Ship, Ship, Ship!"_

Julie closed the door, leaving him beyond.

Julie smiled and walked into the car where Gwen, Becky, Jen were waiting with Kevin in the driver's seat and Ally on her bike adjacent from him with a smile.

"Ready to shop?" Gwen asked with a smile.

"Gift cards from Grandma. I am _so _ready!"

They all then shrieked wildly over their girl's night out.

"Come on, your Grandma is nothing compared to ours," Jen said as they all started giggling like the teenage girls they were (except for the gothic Ally, who only rolled her eyes at them)

"Okay, no shrieking in the car, please?"

"No promises," Becky said.

"We can't help it, Kevin," Gwen said. "We're teenage girls."

"There's going to be shrieking between us, like it or not!" Jen giggled, twirling her hair.

"Like when you, Ben and Justin do when you're watching football together," Julie noted.

"We do not shriek! ...uh, shriek," Kevin said, correcting himself, earning him giggles from his sister and friends.

"Uh-huh," Ally said from outside.

"Anyway, I'll drive you guys to the mall as promised, but I'm not going to stick around and watch you shop till you drop."

"That's fine," Gwen said. "You're not invited."

"It's Girls' Night Out!" Jen said. "Girls only!"

Ship took notice of Kevin's car driving off and then leaped forward and splattered onto the bumper, merging with it.

* * *

Later as Kevin drove down the road with his sister driving next to him, the girls still giggled to each other as Julie finished her tale.

"...and then Ben sent me and IM and said he kinda missed me too," Julie finished.

"Oh, my gosh! That is _so _sweet!" Becky said.

"Yeah," Gwen said, turning to Kevin with a sly smile. "Don't _you_ think so too, Kevin?"

"Took the words right out of my mouth," Kevin said. "Where are Ben and Justin anyway?"

"Well, I asked him to come along, but he said he had homework to do," Julie said.

"And Justin said he didn't want to interfere with our girls' night," Jen said. "But he's got his phone handy just in case."

"I'm sorry. Homework? On a Saturday?" Kevin asked with a scoff.

* * *

Back at the Tennyson household, Ben and Justin were sitting in Ben's room watching an old monster movie reminiscent of Invasion of the Body Snatchers.

_"Brad? No, not you too!"_

_"Destroy the Earthling female!" _the alien said as he controlled the boyfriend character Brad.

_"Yes, master."_

_"No, Brad! Don't listen to him! You love me! NOOOOO!"_

_"Brain Stealers from Outer Space will be back after this," _the TV announcer said as it cut to commercial as Ben looked down and saw that he and Justin were out of popcorn.

"More popcorn?" Ben asked.

"Sure."

Ben got up and put a popcorn bag into the microwave.

"This is so fake!" Ben said with a sigh. "I mean, me and Jen deal with aliens on a daily basis. Not one of them ever went after our brains."

"Why aren't we hanging out with our girlfriends again, Ben?" Justin asked, folding his arms.

"Because they're having a girls' night out. No boys allowed," Ben reminded as he got the popcorn bag.

* * *

"-and McDuffie's is having a going-out-of-business sale!" Gwen finished as Becky smiled.

"Is there a hunting shop in the mall?"

"I don't think so," Jen said.

"Well, I don't want to shop for just clothes tonight, lady."

Kevin looked into his rearview mirror and Ally looked behind her and gasped as a storm of lasers blasted dwon by them and they swerved out of the way of the fire as they looked to see Sir Morton on his carrier grinning at them.

The two then pulled over after the blast put a flat in Kevin's tire and they all filed out and ducked for cover as Sir Morton moved by them.

"Why is he firing at us?" Julie asked.

"I don't know!" Gwen said as they all suited up. "Everybody's always shooting at us."

The two Anodite hybrids blasted forwards with their mana blasts as Morton avoided their fire.

"Watch the paint! That's four coats, man!" Kevin shouted as he absorbed the metal from his car as Morton blasted him down with his lasers.

"Well, our girl's night out is ruined," Omni-Pink said as she took out her Plumber's badge. "I'm calling Ben."

* * *

Ben's phone rang on the counter and then he picked it up and spoke into it as he and Justin continued watching the movie.

"Hello?"

* * *

Huntress shouted out as she blasted her arrows at Morton as he flew forwards and Kevin broke a stop sign off and glared as he tossed the sign like a javelin to Morton, it bouncing off his shield as he jumped off the flying machine and glared to the heroes.

"Ben! Ellsworth Avenue, south of the mall, now!" Omni-Pink said.

* * *

"Right!" Ben said as he transformed into...

"Jetray!"

"I'm coming with you!" Justin said as Jetray grabbed him by the arms and flew off to the coordinates that the others gave him.

* * *

Morton punched Kevin in the face, causing him to stumble back as he looked to the others.

"Need help?" Matter Girl asked.

"No, I'm good!"

He then rushed forward as he landed a few punches on Morton's shield before he bashed him to the ground as Matter Girl ran in with her blade arms and bashed against his shield with a shout of effort before he slammed her in the face and sent her crashing down by her brother.

"Ow!"

"Nice kinetic phase shield," he said. "What model is that, the Plester 3?"

"Well, ain't you the observerant one?"

Morton then stuck his hand out to the carrier and his lance suddenly shot up from the flying machine and went flying into his hand and he blasted a laser out of it, hitting the Levins point blank.

"Kevin! Ally!" Julie shouted.

"No!" Huntress said as she reached for her belt and opened her spear. "We'll handle this."

"Back away from them!" Lucky Girl ordered as Morton ceased his fire.

"Eat mana, you jerk!" Jen shouted as she blasted a mana laser from her fists that hit him and caused him to stumble back before he blocked it with his shield and blasted her back into the car again with a groan.

"Relax, girl. It's not your boyfriend I'm after," Morton said as he tossed a few discs onto Kevin's car and a surge of electricity came out and Kevin looked on and glared.

"Again with the car?! Why can't you just go after my sister's bike for a change?!"

"HEY!" Matter Girl shouted.

That was when Ship suddenly oozed off of the bumper and fell to the ground before he groaned in pain.

"Ship?" Julie asked.

"Ship?!" Jen, Gwen and Becky asked simultaneously.

Ship whimpered before he was suddenly levitated to Morton as he held out a glass container and stuffed the Galvanic Mechamorph into it before closing it.

"In you go."

He then stored the container onto his carrier and then flew off into the distance, leaving our heroes behind as Julie felt her heart break.

* * *

Jetray flew through the air with his sister's boyfriend in tow as he looked down.

"This is awkward," Justin said. "Weren't supposed to be hanging out with Kevin after he dropped off the girls?"

"Well, a superhero's job is never done," Jetray said. "Like they say, evil never takes a day off."

"Um, Ben?" Justin asked and Ben gasped as he saw Morton come flying in and shove him away, as he and Justin glared.

"Hey! Someone needs to teach you a flying lesson! And I'm the one who's about to-"

They then looked down and saw the others regrouping by Kevin's car as he groaned and Jetray flew down and transformed back as they changed back to normal as Julie came up to Ben and hugged him sadly as Jen came up to Justin.

"Hey there, babe," Jen said as they shared a quick kiss and hug.

"Sorry about your girls night," Justin said.

"Eh, we'll have it another day," Becky said.

"What happened?" Ben asked.

"That flying jerk in a can fried my car!"

"And then he took my pet, Ben!"

"Pet?"

"You know, Ship!"

"Ship?!" Ben, Jen and Justin asked simultaneously, remembering the Galvanic Mechamorph from the pier.

* * *

Later on, everyone groaned as they hit traffic with Justin driving his car with Jen in his seat beside Ally driving her bike behind him with the others all stuffed into Kevin's car by Justin's side.

"That guy is so paying for a new paint job," Kevin grumbled.

"Is that all you can think about? Your car?" Gwen asked.

"No... sometimes I think about food."

"So, Jewels," Ben said, using his pet name for his girlfriend. "How long has Ship been dropping by?"

"Every once in awhile. He comes, he goes, he shows me a new trick."

"What _kind _of trick?"

"You know, turning into things? Like you and Jen."

"Why didn't you _tell_ us?"

"You said you didn't want anything to do with Ship."

"I never said that!"

"Yes you did!" Jen, Gwen, Becky, Ally and Justin said in the car or through the windows.

"Okay, whatever," Ben said. "But why would the Forever Knights want Ship?"

"Puh-lease," Kevin said. "Ship can turn into anything he touches. He's like a cup of instant-weapon."

"How fast can you get us home?" Ben asked.

"Hey!" Kevin shouted out the window. "Can you hurry it up?"

"Sure," the truck driver asked. "If you know how to fly!"

The camera panned back to reveal Kevin's car strapped to a flatbed truck with Justin and Ally flanking the sides by him as Ally groaned out.

* * *

Later, Kevin replaced the tires of his car and then finished applying the new paint job with a smile on his face as he saw Ally punching and kicking the bag by the gang's secret warehouse base with a groan as the others stood by, psyching themselves up as Jen and Gwen meditated opposite each other, feeling the cosmic energy flowing through them.

"We're searching for his mana," Jen said, breathing deeply.

"And?" Ally asked.

"...And nothing," Gwen said disappointed as they stopped. "Mana is life energy. Ship is basically living technology and the two of us have trouble tracking stuff that isn't alive."

"Well, there's got to be _some_ way to find him," Justin shrugged as Julie turned to Ben and Jen.

"Didn't you guys say that these Forever Knights are, like, major English history geeks?" Julie asked, showing them the newspaper.

"Yeah, so?" Ben asked as they looked at the newspaper that read _Lancelot Lake Estates._

"It's a new housing development: _Lancelot Lake Estates."_

"'If a man's home is his castle, isn't it time you owned one?'" Becky read.

"Possible," Gwen said. "They were searching for a new one after Albedo and Alexia destroyed their old ones."

"It's kind of a long shot though," Ally said as she rubbed her fists.

"I think we should check it out," Julie said.

"Um, no," Jen said, placing her hands on her friend's shoulders. "We, the actual superheroes here, will check it out. You and Justin are going to stay here."

"Not happening," Justin said sternly to his girlfriend. "Not this time."

"Ship's my pet. We want to help and you can't stop us," Julie said, marching into Kevin's car as Kevin groaned as Justin got into his car and turned the keys and looked to his girlfriend. "Get in."

The others all filed into their vehicles, leaving the twins looking stunned at their others standing up to them like that.

"Great job, guys! Way to support!" Ben said as he got into Kevin's car and Jen got into Justin's car as they drove off.

* * *

In the Forever Knights' new castle, Ship was going absolutely insane in his little energy sphere prison, bouncing on the sides rapidly like a ping pong ball before he eventually slumped down in it, completely out of energy. He then panted for a bit before resuming trying in vain to get out of the container.

"Scrappy little bloke, isn't it?" Morton asked.

"Yes. But not so terribly bright," Joseph said, typing in something on his controls.

He then pressed a button and the sphere began to shrink and Ship's head stuck out of it, gasping for a breath.

One of the spheres on the roof of the lab opened and an arm came down to attach a device of some sort to the back of Ship's neck and he groaned in pain.

"Now, you will do as I command."

He then pressed a button and the deivce instantly activated. Ship groaned a bit before he got up, the green lines on his form suddenly shifting to red.

* * *

Kevin and Justin stopped their cars at a red traffic light as Ally pulled up behind her brother with a sigh.

Everyone looked around silently as Ben leaned into his girlfriend's ear.

"And we're not talking because?"

"Because I am upset with you for being upset with me about Ship!" Julie said.

"Julie," Jen said. "Let's be real here. Ship isn't exactly a poodle from the local pound. You don't know what you're dealing with."

"Yes I do!" Julie said. "I'm dealing with two people who is being incredibly mean to poor little Ship! And who obviously do not trust me!"

"She's got a point," Justin said. "Alien or not, Ship's her pet. She loves that little guy. Maybe you guys should respect her."

"This isn't about trust or respect!" Ben said. "It's about-"

He then stopped when he saw Gwen, Becky and Kevin glaring at him and his sister from their seats and Ally from her bike.

"Do you... mind if we discuss this later?"

Julie sighed and looked ahead as the light turned green and the vehicles drove down the road again before eventually stopping at Lancelot Lake Estates.

* * *

When they reached the castle complex, they eventually got to the castle at the top of the nearby hill and ran ahead, all panting as they rounded a corner and hid from view of the passing knights.

"Huh?" Ben asked as he knocked against the castle to find it start to chink like metal. "It looks like a giant miniature gold course."

"Guys, is it time to bust the door down yet?" Kevin asked.

"I think we're going to try a more subtle approach for a change," Jen sighed as they opened the door and filed in, nervously tiptoeing down the halls before they heard a gulping noise.

Everyone looked back to see Kevin drinking a soda from a fridge.

"Really, Kevin?" Becky asked.

"What? I was thirsty."

He then closed the fridge door and looked ahead to see tons of empty suits of armor in a rather nice-looking setting of a castle den, fireplace and all.

"Whoa."

The team walked in and looked at the suits of armor with the infinity symbol of the Forever Knights on the belt and Ben looked confused as he snapped his fingers in front of the helmet.

"Ben," Jen said with a sigh. "There's no one home. They're just empty suits of armor."

Ben then looked and investigated the cape on the armor.

"Do these drapes really go with chain mail?"

"Well, it works for us."

They turned to see Sir Morton standing there with his lightning rod in his hands as the knights came to life around them and they gasped as they ducked out of the way of the lightning bolts, hitting the dirt with a gasp.

Jen and Gwen shielded the group with their mana shields as Ben activated his Omni-Suit and then glared as he generated a green shield from Omni-energy as he blocked the lightning as Kevin looked to his old rival and smirked.

"The shield is a new one."

"You like it? We've had some upgrades," Ben said, perking up as he shouted out and blasted a green energy blast from his arm that sent a knight downwards as Jen backflipped and activated her own Omni-Suit with a clang as her metal boots hit the ground before Becky gasped as she was hit by the lightning and flew back before propping herself up on her spear as Ally crouched down by her.

"You okay?"

"Better than them," she said with a pant as she pressed her watch and ran forwards before pulling her bow out and shooting an arrow at a knight, knocking him out ran forwards as her sister sent them back with a mana swipe, knocking him against the wall as Ally body-slammed another and knocked one out with a nasty headbutt.

Finally, Kevin ran forwards and knocked Morton out with a sucker punch to the jaw.

He absorbed the ground's material as they ducked from the lances and they ducked to avoid the lightning blasts as Ben ran forwards and kicked a table to two knights, sending their lances flying and into the hands of Julie and Justin as the chaos continued.

"I meant duck!" Ben said.

Jen smiled as Julie knocked a knight out with the lance as Justin smiled and flicked a switch, sending a bolt of lightning at some more knights as they came at them with a smile.

"Are you okay, babe?" Jen asked as Justin smiled at her.

"It's all good!"

"You're really good at that," Gwen told Julie.

"It's a lot like Tennis actually," Julie said as she turned to Becky as she fired her arrows out. "You have got to teach me how to fight like that."

"Come see me any time you want," Becky smiled to Julie.

"I will."

Ben and Jen looked and dodged all of hte lightning that came at them as they tried to activate their Omnitrixes with a gasp.

"Oh, come on already!"

Kevin knocked the knight's heads together as Ally formed her hammer hands and knocked several of them out with brutal headshots.

"Hey, Jen! Gwen!" she shouted. "You wanna wrap this up?!"

The two Anodite hybrids looked to each other and nodded as they lifted their hands up, the knights surrounded by rings of pink energy as they were attracted to each other like magnets and then sent them all flying into a bookcase, knocking them all out.

However, in the process, they revealed a staircase behind the bookcase and all the knights fell down the stairs, getting knocked out clean almost instantly as the twins deactivated their suits.

"I don't care what kind of armor you're wearing," Jen said. "That had to hurt."

"You know, guys," Kevin said as they moved down the stairs and into the lab. "Most accidents happen in the home."

"Ain't that the truth," Justin said.

Suddenly, a spotlight turned on to reveal Dr. Chadwick standing there with an evil smirk.

"You young people are so amusing," he said.

"And you would be?" Ben asked.

"Dr. Joseph Chadwick, Director of Technology for the Forever Knights," he explained. "And you are the meddlers who freed our ancient enemy, the dragon!"

"I wouldn't say we meddled," Jen said, crossing her arms.

"Where's Ship?" Julie demanded.

Joseph only stopped and smirked as he gestured to his side.

"Ship? Is this what you mean?"

A bigger light turned on to reveal an obvious black and red starship floating in the air, weapons aimed as it looked to the eight teens before it.

_"Ship..."_ he said in a demonic tone.

The Forever Knights came back in and aimed their lightning lances at them as Ship aimed laser pointers from all his weapons towards them as they all looked on in fear.

"When did my life get to the point where this doesn't surprise me anymore?" Ally asked, facepalming herself.

"It looks like an Antarian Obliterator. Nasty piece of work," Kevin said.

"How nasty are we talking?" Jen asked.

"Fire!"

Ship blasted the weapon at them as they all hit the dirt as they looked back at each other.

"Stay out of the way nasty. Got it," Becky said with a sigh as Kevin looked on in wonder.

"Galvan disruptor pods, Octerium lasers, Cassipeian mass drivers. That thing's a flying arsenal!"

"Fire! Fire! Fire!" Joseph ordered.

Everyone hit the deck as the weapons all blasted at them and they hid behind the containers as Ally absorbed the stone floor and glared as the red laser pointers were aimed at her chest.

"Get behind me!" Gwen said, putting up a mana shield.

"I'll help!" Jen said as she put up her own mana shield and the two combined them, doubling its strength as the weapons blasted right at them as they shouted out in effort, the fire from the weapon deflecting off the sides of the shield.

The power became too much as Gwen shouted out and hit the floor as the shield shattered.

"Gwen!" Kevin said taking her as Jen panted from the effort as her brother came over to her and they both activated their Omnitrixes.

"Okay. Enough is enough," Ben said. They both slammed their cores down and transformed into...

"Swampfire!"

"Discharge!"

They then both ignited their hands in fire and electricity as they aimed at Ship.

"Shoot it! Shoot it! Shoot it!" Kevin ordered.

"No, Ben! No!" Julie shouted in horror, standing in front of her boyfriend and his sister.

"Now, guys, now!"

The twins looked at each other and nodded silently as Swampfire shot a wall of flame... directly at the floor, creating a barrier between the Omni-Team and the Forever Knights.

Discharge then dissolved her entire body into electricity and then zapped into the wires lining the wall before she reappeared and engaged her quick combat moves, ducking and dodging all around the knights' blows with their lances as she wrapped her tail around one's leg and then tripped him up and then shouted out, slamming ahead with a headbutt (made even harder thanks to her horns) and tripped another Knight up with her tail and and punched him back with a right hook and then backflipped and nailed another one with a fast roundhouse kick with a smirk as she threw a bolt of lightning at Sir Morton, zapping him hard, amplified by the metal in his suit before he fell unconscious before she zapped her way back to her friends.

Kevin helped Gwen up as Becky and Ally walked forwards and then smiled.

"Good thinking, guys," Becky said.

"That's my girl," Justin said, jabbing Discharge's shoulder.

"Aw, shucks," she smiled.

"What was that?" Kevin asked Swampfire.

"A compromise. We took care of the Knights," Swampfire explained.

"Well," Joseph told Ship. "What are you waiting for? Go!"

A fire extinguisher popped out of one of Ship's weapon sockets and then he used it to extinguish the flames in front of them as the team glared as the Galvanic Mechamorph aimed all his weapons at their chests, via laser pointers.

"We're toast!" Ally gasped.

"Indeed you are," Joseph smirked. "I have complete control of the creature. My wish is its command!"

"Just like that movie me and Justin were watching," Swampfire gasped.

"Yeah, _Brain Stealers from Outer Space!" _Justin realized.

"Wait, I thought you guys were doing homework?" Julie said.

The others all shrugged and rolled their eyes with a smile.

"We'll talk later," Swampfire whispered to his girlfriend.

"They're all yours, hot shot," Discharge whispered to Julie, who stepped forward ahead of the group.

"Ship!" she said, not afraid of the weapons aimed at her. "Stop! It's me, Julie."

Ship focused his sights on the Asian girl before her, all the laser pointers aimed at her torso and he growled menacingly.

"Ship, please. Remember what you were... are. Not a monster, not a killer. You're a good boy, Ship. And you don't have to do what he says."

"I order you to fire all weapons at the intruders. NOW!" Joseph shouted.

Ship suddenly hesistated, his visors rendering static as the laser pointers faded out. Green lightning suddenly sparked from the eye piece and the red lines on Ship's body faded back to green. He retracted all of his weapons, sparking elation in Julie with a big smile as he morphed back to his normal form.

_"Ship! Ship!"_

"Hey, how'd you know that would work?" Swampfire asked.

"You two aren't the only ones who have seen _Brain Stealers from Outer Space."_

_"Ship!"_

Ship ran up into Julie's arms and snuggled in her grasp lovingly.

"Shoot it, shoot it, shoot it," Discharge whispered to Kevin.

"It was just a suggestion!"

"Right..." Ally said, rolling her eyes.

"A suggestion _we'll _be happy to take!" Joseph said as the Knights aimed their lightning lances at them.

Ship growled and then morphed back into the starship form and aimed his green laser pointers at the knights.

"Sir Morton," Joseph said. "Would you kindly tell your men to lower their weapons?!"

"Sorry, Doc. It's time we got rid of this bunch. Even if we all gotta go with the bargain."

They all blasted their lances at them as Ship blasted his weapons at them, sending them scattering.

Becky blasted an arrow at a knight as Gwen blocked a blast from her with a mana shield as Discharge raised her hand to a lance and overloaded the lightning inside it, causing it to explode.

A knight blasted Swampfire's arm off, causing him to shout in pain before it grew back.

"I really don't like where this is going," Kevin said.

Ship blasted his missiles at Sir Morton as he blasted a lightning blast at him, the explosions sending him skittering back on his feet.

Ship looked towards the team and opened his back section.

"He wants us to go inside!" Justin said as they all ran forwards and loaded into the seating section of the ship as it flew off.

A few lightning blasts were fired at them and the twins glared before blasting a combo blast of fire and lightning that hit one of the fuel containers in the basement dead on, casing it to flame up.

"Ship! Get us out of here!" Gwen ordered.

Ship flew upwards and blasted a hole in the roof as a series of explosions rang throughout the castle.

"Run away! Run away!" Morton shouted as the Knights all panicked and ran for the exit to the castle.

Joseph tried to follow them as the debris from the room blocked his path and he gasped, looking up at the twins as they turned back to human form and glared hatefully at him.

* * *

Outside, with the morning sun risen up, Ship flew out of the castle as it went up in a fiery explosion, flying away.

"Ship! Down boy!" Ben said, not used to the speed.

Ship then flew back towards Bellwood with everyone looking sick from the motion as Julie just giggled as he touched down in front of her house.

Everyone was pushed out as Ship transformed back to normal.

_"Ship."_

"Cool," Kevin smiled as Ally and Becky pet the Galvanic Mechamorph. "We've got our own spaceship."

"Correction," Julie said. "_I _have_ my _own spaceship."

"But we can borrow it sometimes, right?" Jen asked hopefully.

"Only if we can come along," Justin said.

"Oh, you," Jen said with a blush as she hugged her boyfriend.

"Why do we even need a spaceship anyway?" Gwen asked.

"Well, you know," Ally said. "We're going to have missions in space sometimes. It's a big universe out there."

"You can borrow him if you help me take care of him," Julie said. "Walking him, playing with him."

"Okay, Ship," Ben said. "Find me a ball and we can play fetch."

Ship then leaped up and morphed into... a giant ball as the others all looked at each other and chorused.

"Not it!" they said as they hit the dirt and Ship landed right on top of a cringing Ben, before morphing back and barking playfully, eliciting laughs from everyone present. Julie especially.

* * *

**Next time on Ben and Jen 10:**

**Grounded**


	26. Grounded

Late at night in Bellwood, Carl and Sandra Tennyson, Ben and Jen's parents, were driving down the road in their minivan with a satisfied smile at how well their kids were doing at school, at home, everything.

"They're such good kids," Sandra said to her husband.

"Ben and Jen Tennyson are _not _good kids," Carl fired back. "They're _great _kids! I don't know if it's bad karma to pat ourselves on the back, Sandra. But we've done a pretty good job as parents. And we haven't done so bad with Emma either."

"Well, we haven't stifled them. Allowing our twin children to explore the wholeness of their entire being-"

That was before a loud explosion sounded out and Sandra gasped as she pulled the van over to the side of the road and put in in park as she and her husband looked at the debris... just before a large hulking figure walked out to reveal himself as the Highbreed Commander and he glared at them intently as he was suddenly blasted by a ton of mana bolts and then Huntress ran in and slammed him with her spear with a shout.

Carl took Sandra's hand and they ran away into an alleyway, just as they noticed two figures in green and pink clothing running towards the Highbreed Commander with a determined look upon their faces.

"Hey, kids! You're going the wrong... huh?" Carl asked as he suddenly recognized the two kids.

"Ben? Jen?"

The married couple then turned to shout to their kids.

"Ben! Jen! Stop!" Carl shouted.

"Wait!" Sandra shouted as they ducked for the alleyway when a boulder dropped in front of them.

The twins ran towards the Highbreed with a shout as he threw a car at Kevin and Matter Girl as the latter sliced it with the car. They nodded to each other and slammed their cores, transforming into...

"Swampfire!"

"Crystagirl!"

"...Ben? Jen?" Sandra asked, confused.

"I grow weary of your pathetic human interference," the Highbreed said.

He picked up a nearby streetlight and attempted to bring it down on our heroes, before it was suddenly sliced apart with a pink crystal and he was struck with a fireball that hit him down as he looked to see the Methanosian and the Ephedian charge towards him and delivered a dual flying kick to his chest, knocking him down hard.

"You guys okay?" Crystagirl asked, cracking her knuckles.

"That's... Ben and Jen?" Carl asked.

"Nice to see you guys," Kevin said. "You two working flex hours now?"

"Kids! Look out!" Sandra shouted.

"Huh?" Swampfire asked as he was suddenly struck by the Highbreed, sending him crashing down as Crystagirl gasped as he grabbed her leg and threw her towards her brother, but not before she blasted back with a magic laser from her hands that blasted into him as she crashed down.

"Ouch."

"Ben! Jen!" Sandra shouted, worried.

"Ugh," the twins said in the crater as the Highbreed loomed over them.

"No final words, Tennysons?" the Highbreed Commander asked. "Still reeling from the augmented power of my new form, no doubt.

He brought his foot up to them before a throat cleared.

"If you're saying you're uglier, you get no argument here!"

He turned around to see Matter Girl glaring as Kevin glared beside her.

"I defeated those troublesome Tennyson twins. What chance does the likes of you stand?"

"Us? Not much. But them?"

The camera panned to show Lucky Girl and Huntress running upwards on mana platforms as Huntress leaped to a building and Lucky Girl fired a swipe of mana that separated a chunk of the building from its foundation and Huntress pried it apart with her spear, sending the concrete chunk crashing down on the Highbreed as the sisters leaped to the ground.

A few minutes passed and the Highbreed flew upwards, using his moth-like wings from the folds on his back and glared as the Omni-Twins glared after him as they recovered.

"You've already wasted far too much of my valuable time. I'll deal with you at my leisure."

That was when he flew off into the distance, leaving everyone alone.

"Kevin! The twins are still hurt," Lucky Girl said as she and Ally helped them up as they transformed back, a massive black eye now on Ben's right eye.

Kevin started to laugh as the twins glared at him.

"Aw man!"

"What?"

"The Highbreed gave you a black eye. I like him better already!" Kevin said as his sister slapped him upside the head. "Ow! Sorry!"

"Are you two alright," Huntress asked.

"Yeah. We're fine," Jen said as she rubbed her back. "Man, that smarts."

"We just want to know where the Highbreed went," Ben said. "And what he's up to."

"He went that way," Matter Girl pointed.

"The waterfront," Jen realized.

"And he looked like a man on a mission too," Lucky Girl said.

"Guys, we'll meet at the wharf after dinner and homework," Ben said.

"Should I floss too?" Kevin joked, earning him a little chuckle from the girls.

"Guys, your parents are going to freak out when they see that eye," Huntress said. "How are you going to explain it to them?"

"Nothing to worry about," Jen said, winking to her brother.

"Our parents believe anything we tell them. We've got this covered."

* * *

"Mom! Dad! We're home!" Jen called as she and Ben walked through the door, contentedly.

"What's for dinner?" Ben asked, only for the twins to see their parents looming over them sternly. "What's up?"

"Where have you been, young man and young lady?" Sandra asked.

"We were at the movies," Jen lied. "With Justin and Julie."

"I know we should've told you first. Sorry, we-"

"Oh my goodness!" Sandra gasped. "Carl, look at Ben's eye!"

"That's a real shiner."

"If that was another three inches higher you could've put your eye out!"

"Fine!" Ben said. "I admit it. I got into a little bit of a fight at school. It's no big deal."

"There was this jerk at school that I helped him out with and..." Jen started.

"Ben, Jen," Carl said, leaning down to them. "Are you sure it was a kid at school and not... a giant alien creature?!"

That was when Ben and Jen gasped harshly, their jaws practically on the floor and their eyes as wide as dinner plates. They had been found out!

"I think they may be on to us..." Ben whispered to his sister through gritted teeth.

"Ya think!?" Jen snapped back in a whisper, also through gritted teeth.

"I can't believe it!" Sandra scolded. "The pair of you look us straight in the eye and lie to us over and over again."

"We saw you guys, Ben and Jen," Carl scolded his twin son and daughter. "We saw you turn into those things. You two are the Omni-Twins!"

"No!" Jen said in a nervous smile, shaking her hands. "You just _think_ you saw!"

Carl then grabbed their left wrists and gestured to the Omnitrixes.

"Um... we can explain!" Ben said.

"Oh, really?" Sandra asked.

"Not... so much. No," Jen caved, heaving a heavy sigh. "Time to come clean, bro."

"Fine!"

* * *

"...which allows us to access the genetic code of various extraterrestrial life forms in order to battle the DNAliens, who will stop at nothing in their quest to conquer the Earth!" Ben finished the story as Jen nodded.

"True story!"

"And this became your job _when, _exactly?" Carl asked as he and his wife stood there sternly.

"Five years ago," Jen said, bowing her head. "Grandpa Max told us we each have a responsibility to-"

"Oh, of course!" Carl said. "Dad! I should've known! That's so typical."

"He was more than just a plumber," Ben said. "He-"

"Lied to us. Your Uncle Frank and I knew he and Mom had some other life. We knew. And they _lied _to us about it all the time. I won't have you two lying too."

"Yeah," Jen said, twiddling her fingers. "Funny story about Grandma. She-"

"Enough," Sandra interrupted her daughter, who zipped her lip. "It's our own fault, Carl. We were too permissive. And what did we get? A 15-year-old son and daughter needlessly risking their lives."

"Whoa, whoa, whoa, whoa, whoa!" Jen said, immediately standing up from the couch. "There is nothing _needless_ about this, Mom!"

"Jen's right. It _has_ to be us," Ben said. "The Omnitrixes are attached to us. They don't come off."

"Oh," Carl said, raising an eyebrow. "They're coming off, alright."

* * *

A few minutes later, the clearly bored twins were sitting at the desk in the garage with their Omnitrix arms out as their father worked on them with a pile of ruined blades and tools laying in the corner.

He used a pair of pliers to press Jen's Omnitrix, only ruining that one as well as Jen sighed, bored as Ben looked to her and nodded in silent agreement.

"Okay. They're not coming off," Carl conceded before examining the alien devices attached to his twin children's wrists once again. "Not a scratch!"

"We tried to tell you," Jen said.

"Sorry about your saw blades," Ben apologized.

"In any case, you two are forbidden from using the Omnitrixes."

_"What?!"_ the twins shouted in unison.

"Understand?"

"But Dad!" Jen said. "You can't!"

"All of humanity is counting on us to-" Ben began.

_"Understand?" _he repeated as the twins both looked down to the floor and sighed.

"Yes, Dad," they both said in unison as their dad left as their phones started ringing.

Ben then took out his green cellphone while Jen took out her pink one and they both answered.

"This is really not a good time, guys. Okay?"

* * *

At the wharf, Kevin, Becky and Ally were standing guard as Gwen looked up the recent plans on the computer and Kevin and Ally were on their phones talking to the twins.

"Uh, they said they'd call back," Kevin said.

"Guys, look at this," Gwen said, gesturing to the files and a list of freights. "The logbooks show all these freighters as frequent visitors, bringing out goods and shipping out local products."

"So?" Kevin asked.

"So this ship that we've stationed by is an unregistered tanker from the island of Castoon," Becky said.

"Where they used to do nuclear testing," Kevin realized, earning him strange looks from all the girls. "It was on the History Channel!"

"You watch the History Channel?" Ally asked.

"Not the point!"

"What would Bellwood be importing from Castoon?" Gwen asked.

"And if it is connected to the Highbreed, what would the DNAliens want with it?" Becky asked.

"I don't know. Ask them," Ally said, gesturing her head to the DNAliens who began to run towards them as Ally took her key necklace and absorbed the metal as Kevin absorbed the floor as Becky ran in with her spear and ran forwards, combating them with all of her might as Gwen blasted forwards with a surge of mana.

Kevin and Ally shouted out as they slammed and bashed the DNAliens that came towards them, sending them flying back.

* * *

Back at the Tennyson household, Ben and Jen were laying in their beds as their phones rang again as they heard their phones ring and they picked it up.

"Yeah?" they said in unison as Kevin and Ally called them.

_"Um, guys?"_ Kevin asked. _"I hate to bother you, but we have a problem!"_

"_You've _got problems?" Ben asked. "Our parents found out about the Omnitrixes."

"We're not allowed to use them under any circumstances," Jen finished.

_"Folks mad at you, huh?"_ Ally asked as she ducked and swatted a DNAlien away with a giant fist. _"Sounds rough. Oh, and by the way, WE'RE GETTING OUR ASSES HANDED TO US BY THE DNALIENS!"_

"Okay, we're coming," Ben said as he and Jen came out of their rooms and then walked downstairs as Emma came out of her room with her dolls as she saw her big brother and sister walking downstairs.

"I heard about what happened with Mom and Dad," Emma said. "Need some help?"

"Sure," Ben said. "Think you can cover for us while we're gone?"

"Sure, guys," Emma said before as they walked downstairs before she took a deep breath and started fake crying as Carl and Sandra came upstairs to see their youngest child as Ben and Jen smiled, amused.

"What's wrong, Emma?" Sandra asked as she wiped her eyes.

"I think I stubbed my toe!" Emma said as she spied her big siblings and then winked to them as they fist-bumped and walked out as they transformed into...

"_Echo Echo!"_

"Discharge!"

That was when a flashlight suddenly shone on them as they looked to see their parents standing by as Carl held Emma's wrist with stern looks on their faces as the twins groaned outwards in unison.

"Oh man!" they both said.

"Do the pair of you really think we're that gullible?" Sandra asked. "We were teenagers once too, you know."

"Sorry, guys," Emma said. "I guess I'm not as clever as I thought I was."

"Not to us, you're not," Carl said to her. "I really don't know what to say to you two."

"Well, I do," Sandra said sternly to her two eldest children. "Benjamin and Jennifer Tennyson, you two are both grounded!"

**_"WHAT?!_"** they both shouted.

_"You can't ground us!"_ Echo Echo said. _"We're super-powered aliens!"_

"You're super-powered aliens who are about five minutes away from making me reconsider a life-long disbelief in corporal punishment."

"Up the stairs, young man and young lady!"

The two twins groaned and walked away from their parents as they went to the door, mumbling all the while as Discharge turned back to her parents.

"I hope you two are happy," she said. "You two just single-handedly doomed the entire human race! Bravo!"

She then left with her brother as the parents talked as Emma walked away, obviously getting her own lesser punishment.

"Do we even have a paddle of some sort?" Sandra asked.

"I have my hemp belt."

* * *

Echo Echo sat on his bed as he kicked his feet and his phone rang again and he picked it up.

_"Hello?"_

_"WHERE ARE YOU?!"_ Becky shouted as she swatted a DNAlien with her spear.

* * *

"We have a little situation here!" Gwen said over her phone.

"And a _lot _of DNAliens," Kevin said.

_"Okay. Aim the phone at them," _Echo Echo said.

Gwen aimed her phone at the DNAliens and then Echo Echo screamed into the phone and the resulting sound wave traveling through the receiver blasted directly into the DNAliens, sending them all flying back as they shouted.

* * *

It was at that point that Carl and Sandra marched into Ben's room and snatched the phone out of his hand.

"Who is this?"

* * *

Gwen and Becky hung up their phones and turned to the others.

"Lately, it just seems like the twins are phoning it in," Ally said.

* * *

Sandra glared at the twins and then dropped their phones in her purse and they gasped.

"Those are our phones!" Jen said.

"A cell phone is a privilege. Not a right," Carl said. "You'll get them back when you've proven we can trust you two."

"Ben, Jen?" Sandra asked. "Are you two hanging with a bad crowd?"

"What? No!"

"Are they telling you two that it's 'cool to sneak out?'" Carl asked. "Turn into aliens? Lie to your parents?"

"Whoever this bad influence is, they need to be told what's going on," Sandra said. "Who?!"

"It's a sacred trust, Mom!" Jen said. "We can't tell you!"

"We cannot divulge that information!" Ben said.

"Never, never, never!" they both said in unison, shaking their heads.

Sandra then leaned down and only glared at them sternly, narrowing her eyes at them as they both looked at each other and gulped hard.

* * *

The next night, Ben and Jen were sitting alone in their rooms as Jen sadly played her guitar to herself and Ben looked at his screensaver on his computer as the landline phone rang and they both picked it up.

"Hello?"

_"You ratted us out?!" _Gwen and Becky's voices chorused over the phone.

"We can explain, girls," Jen said.

_"What's to explain?" _Becky asked. _"Our parents read us the riot act when we got home last night. 'How dare you help Ben and Jen deceive your aunt and uncle, young ladies!'"_

_"Why did you tell them?!" _Gwen asked. _"You two have gone nose-to-nose with Vilgax without blinking!"_

"Yeah, well, Vilgax never gave us the 'mom look,'" Ben said. "We're sorry."

_"You're sorry and we're grounded," _Becky sighed. _"We're stuck here at the house instead of finding out what the Highbreed wants with that freighter."_

Gwen got back onto her computer for research as her sister looked over her shoulder.

"Don't worry. Kevin and Ally are on it," Ben reassured. "They're going to check it out tonight."

_"You sent Kevin and Ally?" _Gwen asked.

"Oh, they're not alone," Jen said. "We've got to go."

* * *

The freighter moved along the ocean as Kevin and Ally turned a corner as Ally traced her finger along her throat as a signal to Kevin, who nodded at his big sister.

They both hid from some DNAliens as they lined the corner.

"Okay, this is not good," Kevin whispered. "We're on our own for this one."

"...Maybe not," Ally said as they looked over the rim of the boat to see the surface start to bubble upwards as, from right out of the ocean a small pillar of seaweed rose out of the ocean to reveal Rosie reaching down to their level from a vine with a smile as she lowered her hands and the seaweed sank back down to the ground.

"Rosie?" Kevin asked. "What are you doing here?"

"What you're doing here," she answered. "The twins said you guys needed some help. Well, I'm here to help."

"Great. Now please be quiet," Ally whispered as Rosie nodded as she zipped her lip and felt at the pouch at her belt and sihged.

"Let's go," Kevin said as the three snuck on the deck and then glared as a DNAlien looked over.

Rosie then rose her hand up and some vines of seaweed rose from the ocean and wrapped around their bodies and she manipulated them to take her and her friends into the window on the lower level.

"Ugh!" Kevin groaned. "What stinks in here?"

"That," Ally said as the three looked to see a green liquid of some sort in several tanks.

"I guess Gwen's going to find out," Rosie said to herself as Kevin handed her a canteen and she took her ID mask off to reveal her true Florian body and then stretched her fingers out into vines to fill the container before retracting them again.

Unfortunately, a puddle of green liquid splashed onto the railing and Ally suddenly slipped in the gunk and then fell into the liquid, taking the other two heroes with her.

Little did they know, they caused a disturbance on the ship, alerting the DNAliens to their presence.

"Ugh!" Ally said, bringing her hands down. "It reeks even worse up close! It's going to take days to get this out of my hair!"

"How are we going to get out of here?" Rosie asked.

* * *

The Tennysons were eating dinner at the table as the phone rang and Ben looked to Jen and nodded.

"I'll get it," he said, getting up and picking up the phone. "Hello, Tennyson residence... This really isn't a good time, Kevin."

Jen nodded to Ben and then quietly put a hand to her temple and used her telepathy to sense the conversation on the phone.

_"You're telling us!" _Kevin said. _"We're up to our noses in smelly goop, we're stuck in a vat and the DNAliens are coming!"_

Ben and Jen looked nervously at their glaring parents as they gulped.

"I'm conferencing Gwen and Becky in," Ben said.

* * *

"Hello?" Gwen asked, picking up the phone as Becky practiced with her dartboard in her room as she sighed and went to her sister's room.

_"We can't get a grip on the wall, Gwen," _Ally said.

_"Uh-oh," _Rosie said. _"We've got company."_

Gwen heard the growl of the DNAliens approaching.

"Kevin? Ally? Rosie?" Gwen asked. "Is that you guys?"

"Put it on speaker. I need a piece of this," Becky said as Gwen pressed the speaker button.

* * *

The three struggled as Kevin turned to Rosie.

"Can't you just use your stretching vine powers or raise a crystal pillar to get us out of here?"

"If I do that, we'll be caught for sure," Rosie said. "We need to be stealthy."

* * *

"Absorb something and get out of that tank," Ben said.

_"Absorb what? Stink?!" _Ally asked.

* * *

_"What's your phone made of?"_ Becky asked.

* * *

"Titanium, why? ...Oh yeah."

* * *

Jen cringed as Carl turned to his son and glared.

"Ben, you and your sister are on punishment, get off the phone!"

"One minute, Dad," Ben said.

* * *

"Guys, I think I know what you're swimming in," Gwen said as she typed in the information on the freighter in her laptop. "According to Wikipedia, Castoon has only one export: bat guano."

* * *

"You have got to be kidding me!" Ally said as Rosie felt herself turn green (and I mean greener than she already is) as they felt sick to their stomachs (yes, Rosie has a stomach) as Kevin burst through the door.

"What is guano?" Kevin asked, disturbed.

_"Evidently, the berries on the island are radioactive from the nuclear testings years ago. When they're eaten by the bats, the resulting waste is the rarest isotope in the world."_

* * *

Ben and Jen heard (and thank goodness they couldn't see) their friends projectile vomit all over the place from learning they were swimming in bat poop.

"Ben!" Sandra said as Jen buried her face in her hands.

"One minute!"

_"The radiation is so mild, however, it would take a lot of it to constitute a threat."_

"And how much does that freighter carry?"

_"...50,000 tons," _Becky finished.

_"Um, guys?" _Rosie asked. _"We could use a little help."_

That was when Gwen and Becky heard the dial tone as Sandra snatched the phone out of Ben's hands as Jen and Emma gasped.

"No phone means no phone! Go to your room!"

"I'll see myself out," Jen said as she sighed and went up to her room. "I can't believe this is happening to us!"

She then went in and slammed the door and started meditating to herself silently as she floated off the ground, her hair levitating around her.

"Okay, guys," she said with a smirk. "Let's see how you like getting talked down by your parents."

* * *

About 30 minutes later, Sandra walked into Jen's room to see her first born child was grumbling under her breath, clearly angry at the whole situation as she listened to her music on full blast to drown out her thoughts... which wasn't working. Sandra picked up the remote and turned off her stereo as she walked into her elder daughter's room as she crossed her arms.

"What do you want?" Jen asked with utter disdain towards her mother.

"Please, Jen. I don't want to fight with you," Sandra said. "I know you're upset. But if it's any consolation, I know how you and your brother feel."

"Yeah? I don't think so," Jen grumbled under her breath.

"No, I do. When I was your age, I fought with my mother," Sandra said to her. "I wanted to be a police officer."

"Wait," Jen said. "You wanted to be a cop when you were younger?"

"Sure did," Sandra said. "But your grandmother said that it was too dangerous. And you know what? She was right."

Jen's frown and glare only deepened further at that.

"So, you're saying I shouldn't do what _I _do because _you're _scared?" Jen asked, now clearly even more pissed off.

"I'm saying that when you're young, you think you're invincible," Sandra explained. "But you're not! And if anything happened to you or Ben, I couldn't bear it, sweetheart."

Jen then stood up with a sigh.

"Well, if my friends got hurt, I couldn't bear it either," Jen said, walking away with her nose turned up in disgust.

* * *

Inside Ben's room, Ben sat down at his computer and then the monitor turned on to reveal Kevin standing there.

"Oh, hey. You found a wireless network," he said.

"Yeah. That ends the good news," Kevin said. "The bad news..."

He turned the camera of his phone towards Ally and Rosie as they fought off the DNAliens, Ally having absorbed part of Rosie's crystal.

"...they're not happy about it."

"Ladder ahead on your right," Ben said. "Climb it... Okay, the hatch on your left. Go through it and hug the wall. Now just hang there for a second until they pass."

Kevin and the girls did so as the DNAliens hissed and snarled behind them.

"Back through and shut the hatch."

"We get it, we get it," Ally said, panting.

"You have a real future as a personal navigation device, Tennyson."

"Wha-" Rosie asked. "Oops. Here comes some more."

"There's a crane hook right there," Ben said.

"What about it?"

"Grab it then kick the green button."

Kevin leaped onto the crane hook and swung from it, screaming as he kicked the green button.

"Okay, _that _was pretty cool," Kevin said.

"Heh, we should fly solo more often," Ally said.

"Whatever," Ben sighed. "Just get out of there and we'll..."

Ben's eyes widened at something coming up behind the three.

"What's wrong, Ben?" Rosie asked.

"Guys, don't panic. Everything will be okay. Just..."

Suddenly, the Osomisian siblings were grabbed upwards by their arms and Rosie was also grabbed and hoisted up by the Highbreed commander.

"It's nice to see you again... vermin."

"Ben, a little help here," Kevin said.

It was at that point that the computer's monitor suddenly faded to black, powering down as Ben gasped, turning around to see his parents standing there with Jen getting dragged by the ear with a groan of pain by Sandra as she tossed her to Ben's side.

"Dad, no!" Ben shouted as Jen gasped in horror.

"Oh, don't you 'no' me, Ben Tennyson! You and your sister have defied us for the last time!" Carl said.

"Mom, Dad, you'e got to listen," Jen said, pleading as Emma walked in from cleaning the kitchen, broom in hand. "Our friends are in trouble. We have to go help them!"

"I don't want to hear another word," Sandra said. "You two are not leaving your rooms. You are not calling anyone, you are not IMing anyone, you are not texting anyone, you are not Myfacing anyone," Sandra said sternly.

"Myfacing?" Ben asked as his sister just shrugged to him.

"You two will sit in your rooms alone until we tell you otherwise. Understood?" Carl said.

"Guys, you don't understand! This is a matter of life and death!" Jen said.

"The only lives were concerned about are yours. You're staying right here."

The twins looked to their younger sister, who looked at them with understanding eyes as they silently nodded to her.

"Don't look out there, look at us!"

The twins sighed and looked down before determined looks got on their faces and stood up.

"We're sorry," Jen said. "We love you guys. We really do."

"You two are awesome parents," Ben said. "You raised us by example. Time after time, we've seen you put other's needs before your own. The pair of us can't obey you now without disobeying everything you've ever taught us about life, the world and responsibility."

"Ben, Jen, we forbid you to-"

"No!" Jen snapped, earning a smile and nod from Emma. "We're going to help our friends and there's nothing you two can do to stop us."

"How dare you-"

"Jen's right," Ben said as his twin sister crossed her arms.

"You can ground us until we're old and grey. But I have to help Kevin and Ally or I'll never be able to live with myself."

"When we get back, punish us however you want," Ben said. "But right now, we have friends who need our help!"

Jen crossed her arms and then shouted out as she morphed into her Anodite form and Ben slammed his Omnitrix, transforming into...

"Humungousaur!"

He then leaped out the window, destroying the entire wall and Jen gasped as she hovered out of the window and gulped.

"Sorry! We promise we'll fix that later!"

Humungousaur ran away from the house as Jen flew after him with a glare.

"They just walked out on us!" Sandra gasped. "What are we gonna do?"

"...We're going to listen to our kids," Carl relented as he turned to his wife, not noticing the form of an elderly woman hovering on a mana platform behind him outside of the hole.

"Hello, Carl," Verdona said as Carl trailed off, eyes widening and he slowly turned around to see his mother floating outside, looking sternly.

"Um... hi, Mom," Carl said nervously as his wife looked on to see as she stepped into Ben's room and snapped her fingers, easily repairing the damage.

"Verdona?" Sandra asked as her mother-in-law smiled to her. "What are you doing here?"

"I've been here for months. Training your daughter and your niece after I learned they inherited my powers," she said as she saw a stirring at the door as her youngest granddaughter looked on nervously as she stood up. "Why hello there, little Emma."

"Who are you?"

"I'm your Grandma Verdona, sweetie. Your parents and I need to have a talk... after we help your big brother and sister."

"But what can we do?" Carl asked as Verdona smiled and raised an eyebrow.

* * *

On the freighter that sailed through the ocean, Jen flew in, glaring her glowing pink eyes as Humungousaur lifted himself up onto the side of the boat as Jen touched down and the two alien twins glared as Humungousaur swatted a ton of DNAliens away with his tail as Jen sent out a telekinetic wave that blasted the DNAliens back.

"You picked the wrong twins to gang up on!" Humungousaur said.

"We've been having a _bad _night," Jen said, blasting through the DNAliens as she shouted out and blasted through the area.

* * *

Inside the ship, the experiments on the bat guano were working on as the Highbreed Commander looked on at the DNAliens working as Kevin, Ally and Rosie were being held inside solidified DNAlien slime as Rosie groaned in disgust.

"This stinks," Kevin said.

"You are not the first to taste defeat at our hands," the Highbreed Commander said. "Nor will you be the last."

"No, you idiot," Ally said. "We mean the bat poop."

"I can't believe you punks eat that stuff!" Rosie said in disgust.

"We do not _eat it, _Florian."

"Sure you do," Kevin said. "What else would you do with it?"

"The Tennysons have trained you well. For your pathetic attempts to learn our plans have only reminded me that I need to dispose of you."

But before the Highbreed Commander could bring his claw down on his prisoners, he was hit by a DNAlien that was sent flying right at him, sending him crashing down to the ground as he turned to see Humungousaur and Firefox standing there with a grin.

"Oh, that one was a little high and inside," Humungousaur said.

"Guys?" Ally asked as Humungousaur pulled them in as Firefox bounded over and then bared her claws as she sliced the slime open and Humungousaur broke the cable bindings, letting their friends out.

"Enjoy us while you can, mates. We're going to be grounded for the rest of high school after this," she said.

"We were just getting him to spill his guts about the bat poop," Rosie smiled.

"We figured it out," Humungousaur said. "The DNAliens that are down here are rendering it. Removing the impurities until they're left with a highly volatile isotope... suitable for use as a power source."

"You guys figured all that out on your own?" Ally chuckled.

"No. Gwen and Becky did," Firefox said, turning to see the bat guano. "The only question is, power source for what?"

"It's a surprise," said the Highbreed Commander, surrounded bu his army. "The _last _surprise the human race wlll ever receive. Destroy them all!"

Soon, the DNAliens began climbing the ladders, surrounding the teens on all sides as Kevin and Ally began to absorb the rail.

"Wait," Humungousaur said, showing the cable. "Use this."

The two then absorbed the cable and smiled.

"Thanks."

The five teenage heroes stood in a circle and all shouted out as they started slamming the DNAliens away with their enhanced strength as Firefox leaped up and slammed a DNAlien back with her tail before blasting some back with her flamethrowers.

Rosie leaped back and glared, crossing her arms before slowly raising them as the sea plants from the bottom of the ocean rose upwards and then started to seep through the cracks in the ship, growing as they shot forwards and wrapped around the DNAliens, sending them flying as they tossed them away. She suddenly gasped as she rose her hand forwards, generating a crystal shield from her arm that blocked a few slime blasts and she shot her hand forward, sending a flurry of crystals outwards that blasted into the mooks, sending them away.

Ally shouted out and ran forwards, morphing her hands into spiked maces and she ran forwards, smashing them into the DNAliens and sending them flying backwards with her intense strength as she morphed her foot into a hammer head and slammed another one in the head with a roundhouse kick, sending it flying away from her.

Firefox shouted out and blasted forwards with her fireballs, blasting into the DNAliens and then she shouted forwards, slamming another one back with her tail and then sliced down with her claws and then she yipped as she felt another DNAlien grab her by the tail and then she growled and yanked it back, blasting her DNAliens back with a flamethrower as she panted.

Meanwhile, Kevin and Humungousaur slammed all of their DNAliens back with their intense strength, sending them flying back one by one as Humungousaur swatted three of them away with his tail with a roar.

One of the DNAliens landed on the Highbreed Commander and he tossed his own minion back at the team and they avoided it with a gasp and then looked to see the Highbreed casually waving at them and the twins nodded to each other in wordless agreement as they looked back at the creature.

"You guys handle the rest," Humungousaur said. "We've got business to take care of."

"Do yo' thing," Kevin smirked.

Humungousaur and Firefox leaped over the railing and ran forwards and Humungousaur ran forwards with a punch, only to be socked in the face by the Highbreed Commander and he crashed backwards into a tank of bat guano isotope, leaving an indentation.

Firefox ran in, her paw-hands enveloped in flame as she ran and dodged the alien's powerful blows and then hissed as she ran forwards and nailed him with a kick to the head and growled outwards, swiping at his arm. Unfortunately, due to the alien's thick skin, he was unaffected. He grabbed her tail, causing her to yip as he threw her like a javelin and she crashed into a wall, groaning.

"You might want to put a little size on, Ben," Ally said.

"No room on this boat," Humungousaur groaned. "If I grow in here, we'll all at the bottom of the ocean."

"You look fatigued, vermin," the Highbreed Commander said. "Let me help put you to rest... permanently."

"No!" Firefox shouted as the Highbreed landed massive blow after massive blow to Humungousaur's face.

"Ben! Jen!" Rosie shouted as she and the Levins were overwhelmed by the massive amount of DNAliens that rushed them and restrained them.

"Congratulations," the Highbreed Commander said, cracking his knuckles. "That was almost an exercise."

Firefox stood up and ran forwards on all fours, rushing him... right before he grabbed her with a backhand and tossed her away again.

Humungousaur smirked as he pulled himself out of the metal of the tank, sending forth a massive surge of bat guano isotope that sent the Highbreed Commander flying backwards and he smirked as he and Firefox looked at him, starting to get into the groove.

Unfortunately, the Highbreed Commander acted quickly and ran forwards, grabbing him by the throat and holding him in the air and threw him forwards before he grabbed Firefox by the tail and then smashed her forwards, into her brother as they both laid by the metal door. The door opened behind them.

"Goodbye, Ben and Jen Tennyson!"

Suddenly, a light shined through the door and a weapon blasted into the Highbreed, sending him flying back and the twins looked to see their parents standing there, Carl holding a large alien weapon as Sandra smiled to him.

"Good shot, honey," Sandra said.

"Like my Dad always said: the right tool for the right job."

"Are you guys okay?" Sandra asked, leaning down to the groaning twins.

"Mum. Dad." Firefox said.

"Boy, are we glad to see you two," Humungousaur said. "I mean, we're always glad to see you, but..."

"Um, guys!" Ally said.

"We could use some help here!" Kevin said as the three were overwhelmed by DNAliens.

"Yeah, well, we're not alone."

A magenta light blasted forwards as Verdona flew forwards to the three in her true Anodite form, sending forwards a ton of mana blasts to the DNAliens, sending them all flying away as she wrapped the three in her hair tendrils and flew downwards.

"Grandma? You too?" Firefox asked.

"Of course."

"Nice to see you two again, Carl. Sandra." Ally said as she shook their hands.

"You too, Ally. You're their ruffian friend Kevin, right?"

"Yep."

"And I'm Rosie Shard," Rosie said, shaking her hand.

"Nice piece there, Mr. Tennyson," Kevin said.

"Yeah, Dad," Humungousaur said. "Where'd you get it?"

"What? This old thing? It's been sitting in the attic ever since Frank and I were kids. Always hated it."

"Are you guys okay?" Sandra asked, concerned and hugging Firefox.

"We're fine, Mum," Firefox said. "We're sorry that we just blew you off like that."

"We're not," Ally said. "In fact, it's kind of cool that you two showed up when you did."

"It was _very _cool," Sandra smiled, kissing her daughter's muzzle.

"Indeed," Verdona said, hovering down.

"We're proud of you. Your friends were in danger, you had to help them."

"Their _friends?" _Carl asked as his mother smiled. "You heard that monster, honey. The whole _world _was in danger. The twins saved it."

"Hey, we helped," Rosie said.

"All this time, we grounded you for not being responsible. Turns you, you two are responsible for the entire planet!" Sandra said.

"The point is guys, we've seen you in action. We know what you two are capable of. You clearly know what you're doing. You can handle yourselves."

"You two would've fought a way to win, even if your father hadn't shot the giant alien with the space bazooka."

Speaking of which, the Highbreed Commander marched forwards and Carl ran up to him with the weapon and charged it, only for it to die out as it needed a recharge.

The Highbreed Commander smiled and chuckled, leaping towards the Tennysons, only for Verdona to fly up to him and blast him with powerful mana bolts and she snarled in anger towards him as she wrapped him up in her hair tendrils.

"Stay away from my family!" she shouted as she tossed him towards Humungousaur.

"Batter up!" he shouted as he took the bazooka and swatted the Highbreed Commander into the isotope, sending it spilling everywhere.

"Nice," Carl smiled.

* * *

Later, outside, the Tennyson family were standing on the docks, now all back to human form, as the freighter went up in a fiery explosion and sank into the ocean, taking the isotope with it.

"Okay, we sunk it," Kevin said as he, Ally and Rosie all walked up to the dock.

"What about the Highbreed?" Jen asked.

"Yeah, you guys were supposed to drag him off the ship before you scuttled it," Ben added.

"Were we?" Ally asked. "It must have slipped our mind."

The twins looked shocked at him as Rosie chuckled.

"They're just kidding, guys. He was gone before we got back."

"You know what, Mom? You're right," Jen said. "They're ruffians."

Everyone then laughed at that with smiles.

* * *

Back at the Tennyson residence, the Tennyson family, including Verdona, smiled as Carl took the family dream catcher from its stand and hung up the alien bazooka in its place.

"We thought you hated that thing, Dad," Ben asked.

"Yeah," Emma said. "Big bro and sis here told me all about it."

"Yeah, I used to hate all that Plumber stuff," Carl said. "It reminded me of the secret life your Grandpa Max hid from us. But now I understand that he was only protecting us. It had to be secret."

"So did who I really am," Verdona said with a wide smile. "It was for the best. But now you guys know that your children can handle themselves."

Suddenly, the phone rang and Sandra reached into her purse to take out the twins' cellphones and she gave them back.

"It's your cousins."

The twins took the phones and smiled, picking up the line.

"Hello?" they asked.

"Really, Gwen?" Ben asked.

"Okay. We're on it," Jen said, hanging up.

"So," Ben said. "There's been an alien sighting in the desert that..."

"Then what are you waiting for?" Carl asked, smiling.

The twins then high-fived each other and ran off into the night, putting on their Omni-Suits as Sandra gasped.

"It's cold in the desert at night! Bring some jackets!"

"Oh, stop it, Sandra," Verdona chided as Emma giggled.

"Yeah, Mom. Ben and Jen can handle themselves."

"Okay. You're right."

Everyone then laughed again as Sandra sighed.

* * *

**Next time on Ben and Jen 10: Alien Force:**

**Voided**


	27. Voided

In Ben and Jen's house, about a week after the whole grounding thing and their parents finding out their secret, Gwen and Becky were off their subsequent punishment for helping them.

Currently, Gwen was going through Ben's laundry with a disgusted look on her face as her sister and cousins looked on, concerned.

"What's going on, sis?" Becky asked.

"Yeah, tell us about this message already, Gwen," Ben said. "We've got homework."

"Let's just wait for Kevin and Ally. Then we won't have to tell it twice," Gwen said.

"I got that message too," Jen said.

"Then why didn't we?" Ben asked. "Was it an email? Just let us read it."

"It was a telepathic SOS sent straight through our energy fields," Jen said. "Your Anodite gene is still relatively dormant, Ben. You couldn't have gotten it."

"Oh, look, a dollhouse," Gwen said, picking up a Sumo Slammer's arena toy.

"It's not a dollhouse!" Ben said, running over, embarrassed. "It's a Sumo Slammer's Battle Ring!"

"With dolls in it?" Becky asked.

"They're action figures! They're not dolls, they're collectibles."

"They look like dolls to- agh!" Gwen shouted out as she dropped the ring to the ground and Jen shouted out too as she rubbed her head, her eyes glowing pink.

"You girls okay?" Becky asked.

"There's something coming in," Jen said.

A pink holographic message suddenly shot out from Jen's forehead as they all gasped to see the image of a familiar human-Kineceleran hybrid appear in front of them.

"Okay, that's a new one," Gwen said. "Never done that before."

"No way. Helen?" Ben asked.

_"Can you hear me, Jen, Gwen?"_ Helen asked. _"Did you find your siblings? We need help in the Null Void!"_

The door suddenly opened to reveal the Levins walking in and they gasped at the image in the room.

"Holograms? Seriously?" Kevin asked. "It's never like I come over and you're just playing video games or something."

_"I can't hear you," _Helen's image said.

"Helen, we're right here!" Ben said.

"It's important. Please help us!"

"It's hard to focus," Jen groaned. "I can't keep the connection."

"It's especially hard with two of us," Gwen said.

_"There is terrible danger! We need help desperately! It's a matter of life and death! Please!"_

Jen groaned in pain as she fell over, breaking the connection as Ben helped her up and Becky and Kevin helped Gwen.

"You okay, girls?" Kevin asked.

"We're fine," Jen said. "I've just never used telepathy on that scale before."

"We're doing better than those Plumber Kids, though."

"What did they expect going into the Null Void?" Becky asked. "It's not like we didn't warn them."

"We have to go get them out of there," Ally said.

"You're not going in there," Kevin said. "Ask me and Becky. It's-"

"We can handle it!" Gwen said. "We've all done it before."

"No you can't," Ben said as Jen walked up to join him. "There's too much riding on us being here."

"You heard her, they need help!" Ally shouted.

"We know," Jen said. "That's why Ben and I are going alone."

The others all gasped in awe as the twins looked on seriously.

* * *

Ben and Jen each had on a green and pink backpack filled with snacks and equipment and a jetpack attachment as they looked to each other and nodded.

"Last time we went to the Null Void, we didn't need all this equipment," Ben said.

"Last time, you had a motor home full of cool state-of-the-art Plumber gear," Kevin said.

"Which you sold to a porcupine con man," Jen said, crossing her arms.

"The point is, it's going to be tricky to get you two out of there," Becky said, holding a harness clip, which she and Gwen attached to the harnesses around the twins waists.

"Even if I'm capable of opening a temporary rift into the Null Void, these cables are the only thing connecting you to-" Gwen began.

"They're not cables," Ally said, shaking her head.

"The Plumber Snake is an unbreakable pandimensional retrieval system worth _mucho diniro, _which you guys are very lucky I have," Kevin said.

"Aw, you missed us," Ben smiled.

"I've got better ways to spend my time than going to your funeral."

"Us too," Becky said.

Gwen then closed her eyes before she shot her hand forward, eyes glowing pink as a portal swirled open in front of her and she looked to her team.

"I've retraced the energy path from Helen's message. Hopefully, it'll lead you guys to her location but... I don't know how long I can keep this open!"

"Wish us luck!" Jen said as they activated their Omni-Suits and smiled, activating their jet pack functions on their backpacks and flying into the portal, sending the Plumber Snake unraveling behind them.

The twins looked around the area and looked to each other and then pressed a button on their helmets.

"Activating telescope vision," Ben said, adjusting the vision on his helmet's visor and looking through the red void and giant floating islands in the area.

"If this is a pocket dimension, than it must be one big pocket," Jen said.

The twins then looked behind them to see the portal close as Ben sighed.

"There goes our easy way out."

They then heard a massive screaming and saw an green alien getting dragged away by a Null Void Guardian.

"Helpers! Help me! Helpers!"

"We're coming!" Jen shouted as she and Ben flew forwards and then used the cable for the Plumber Snake to wrap around a boulder and then he tossed it towards the Guardian.

The boulder hit the Guardian, who dropped the alien and growled at our heroes as they looked to each other and gasped and ducked, flying away from the creature as it blasted red lasers after them, blasting into the rocks and destroying them.

"This would be so much easier without the leashes!" Ben shouted.

They looked ahead to see a large planet-sized boulder split in two vertically and smiled to each other as Jen looked behind her to the Guardian chasing them.

"Let's see how smart you are!" Jen said as they flew through the planet and came out on the other side before crossing sides.

The Guardian roared as it followed them, only to get tripped up by the cables on the Plumber Snake as the twins fist-bumped.

"That worked," Ben said as they flew down as the Guardian flew away and they met the alien on another rock. "You okay?"

"I knew it! I knew once word of my capture spread, The Wrench would never let me fall into the hands of D'Void! We must flee! He'll be back and not alone!"

"Uh, yeah, okay," Ben said as Jen took the aliens hand and they both flew off.

* * *

Later, the twins sat down with the alien with a campfire that they set and they had taken off their helmets, listening to the alien's tale.

"If you two know The Wrench, he must be warned. This entire dimension is becoming destabilized!"

"Slow down, dude," Jen said. "Who is The Wrench anyway? And what are the Helpers?"

"You're not Helpers? But even so, how could you not have heard of The Wrench? He's the only person who dares defy D'Void and his Null Guardians?"

"Back up," Ben said. "We don't understand any of this."

That was when they were suddenly rained upon with a torrent of red lasers as a flock of Null Guardians flew down, roaring towards the twins as they put their helmets back on for protection and they looked on, worried.

"Null Guardians!" the alien shouted.

"Let's do this, bro," Jen said as she and her brother prepared their Omnitrixes.

"Yee-haw!" a loud voice shouted and the twins gasped, looking up to see a flurry of blue lasers raining down on the Guardians.

"Manny?" Ben asked as they saw the human-Tetramand hybrid flying in on a large salamander-like dragon alien. Jen winced as she noticed his lower left hand had been severed and replaced with a robotic claw.

"The Helpers!"

Then, they saw a blue and green blur zooming past, tripping the Guardians up.

"Eat my dust, doggies!"

"Helen!" Jen shouted.

"Come on," Helen said. "We don't have much- Ben?! Jen?!"

"In the flesh," Ben smiled.

"What are you guys doing here?" Manny asked.

"I called them," Helen said. "We need them, Manny."

"Don't worry," Ben said. "We can get you back home. Take our hands. Our friends will pull us-"

"No, Ben," said a familiar voice and they looked to see the Null Guardians being slammed into one another, hard and then Simon leaped in his mech suit towards our heroes. "We're needed here. You don't understand."

They heard the familiar roaring of the Null Void guardians and they looked up.

"It's D'Void."

"The Null King is upon us!" the alien shouted in fear. "All is lost!"

"Not yet, old man," Manny said. He placed the alien on his dragon mount and then slapped its flank, sending it roaring off into the Void.

"Ben, Jen, you guys need to go too," Helen said. "Both of you are far too valuable to fall into D'Void's hands."

"We'll act as decoys and lead him away," Simon said, safe in his mech suit.

"What?" Ben asked. "No way! We're here. We can help you."

"If you knew the two of us at all, you'd know why we can't do that," Jen said. "We're helping you beat this guy, like it or not."

"_Nobody_ can beat D'Void," Manny said. "Find The Wrench. Help him!"

He and Simon both leaped into the air, floating in the void and blasting away at the Null Void Guardians as Helen zoomed off and leaped, bouncing off the floating islands.

"Oh, fine," Ben sighed. "We'll just sit this one out then."

"You're right, Ben," Jen sighed, crossing her arms. "Let's just let our friends do all the fighting and roast marshmallows over the campfire."

The twins then looked at each other and then nodded as they said in unison.

"NOT!"

They both then fired up their jetpacks and flew up to help them, only to find that the cables suddenly shot back, completely straightening and they gasped, almost falling over as they looked back.

"Oh, come on!" Ben said as they both tugged on the cables.

Manny pushed himself off the rocky islands and then blasted away at the Null Guardians floating there as he used his momentum to fly forwards as Simon ran forwards and blasted away with his mech suit, firing a ton of rockets that blasted the Guardians away from him.

Helen zoomed along the rocky islands, avoiding the red laser blasts from the Guardians as they flew towards her.

In one area of the Void, a ton of Guardians flew around in a circle before they parted to reveal a man floating in the void. He had fair skin and white hair with yellow eyes. He had a muscular figure and had a green cape on with black fingerless gloves, black boots and brown pants on and he sneered at the Helpers.

"Who dares defy D'Void?"

Manny blasted away at D'Void, only for the laser blasts to simply bounce off of him.

Ben and Jen looked back from their struggle to see that the man before them had a very familiar face.

"No way," Ben said. "That's not possible."

"It can't be," Jen said, equally jaw-dropped.

"Dr. Animo?!" they both gasped.

A Null Guardian flew behind Manny, sneaking up behind him before swatting him into D'Void's grip.

"What have we here?" D'Void asked as Manny struggled. "One of those annoying little Helpers?"

Helen leaped onto one of the islands before she gasped in horror.

"Manny, no!" she shouted.

"I've got him!" Simon said as he tried to fly forwards, only to be surrounded by a swarm of Null Guardians that flew around him, roaring as he gasped.

Helen zoomed in to help her friend, only to find herself in the grip of the mad scientist as well.

"There's no help for you, Helpers," D'Void said. "And no hope at all."

"No!" Ben and Jen said as they continued to struggle with the cables and then Jen looked at her wrist and looked to her brother as they both nodded before they activated their glowing Omni-Blades.

* * *

Back in the Omni-Team's hideout, Ally threw some punches and kicks at the nearby punching bag as she shouted out with each one.

"You're intense today," Becky said.

"I have a right to be. I'm fighting Lynn Loud next week and I need to be in absolute tip-top shape to even stand a chance at beating her," Ally said, panting.

"Makes sense," Gwen said, smiling at her friend's hard work, just as they saw the cables from the Plumber Snake fall to the ground from the portal, slacked. "What happened?"

"I don't know, reel them in!" Kevin said as Becky ran to the controls to the Snake and reeled the cables in, slowly.

"Come on, hurry!" Gwen said.

"This is as fast as it goes!" Ally said.

The cables then fell out of the portal, completely severed from the backpacks and they gasped as Becky felt at the cable and then snatched her hand away.

"Still warm," she said. "They must have cut themselves loose from the cables."

"Why?! It's suicide in there," Gwen said.

"They want to help our friends," Ally sighed. "I would've done the same thing. In fact, I have. And so have you, Gwen."

"They wouldn't do this without good reason," Kevin said. "That wouldn't be the twins I know."

* * *

"Now, tell me, Helpers," D'Void said. "Where can I find your leader?"

"It doesn't matter what you do to us, D'Void!" Manny shouted. "We'll never betray The Wrench!"

"Perhaps you will feel differently after my pets are done playing tug-of-war with your friend," D'Void said, smiling to Helen, who gasped in horror.

"No!" Helen shouted as D'Void tossed Manny into the void as the Guardians flew after him, leaving the horrified Simon behind... just before they were completely zapped by electricity, leaving Manny behind.

"Who dares?!"

"That isn't how to tell a joke, miscreant," Brainstrm said as he floated up, holding Manny as Kung Fang swooped up and took her swords out, spinning them in her hands. "First I say 'knock, knock,' and _then _you say 'Who dares?'"

"You two would mock D'Void?" he asked as Helen struggled in his grasp.

"D'Void?" Kung Fang asked as she helped Simon to an island. "AKA Dr. Animo? Hell, yeah we'd mock you."

"We're doing so now! Albeit, subtly."

The Omni-Twins flew forwards and then shouted out as D'Void grabbed Brainstorm with a smile as Kung Fang stood by, preparing her shuriken.

"You know my name, Helpers? How?"

"Oh come on! Don't you remember us?!"

"Although I'm generally much too modest to boast, on rare occasions... I do come out of my shell," the Cerebrcrustacean said before he blasted Animo with lightning, causing him to shout out and let go of Helen as Kung Fang threw her shuriken forwards that struck D'Void in the chest and she set Helen down. "It is difficult to believe. That electro-encephalitic mind blast should have been more than sufficient to render him insensate."

"No kidding," Kung Fang said. "This guy is much tougher than he was four years ago."

"Believe it, guys. Let's go!" Helen said.

"Right!" the twins both said as they took Manny and Simon and they all flew off into the Void as the Guardians followed them.

"So. The Helpers know my name," D'Void said. "But not for long."

* * *

Later on, the team was hiding from D'Void with a father and son who were farming aliens.

One of the Guardians took the crops from the creature before flying away. The second one, however, wrapped its tentacles around the son and then roared as it flew away from the scene, carrying the screaming son alien away with him.

"No!" the father said. "Not my son! I've given you everything you asked for! Don't take my son! PLEASE!"

But it was too late as the Guardian and the alien's son were out of view.

The farmer fell to his knees and then started sobbing hard as Jen bowed her head in sympathy as Ben turned to the Plumbers Helpers. "Come on. We have to help him!"

"No," Manny said, stopping him with his claw hand.

"Manny, what happened to your hand?"

"D'Void is too strong to fight," Simon said. "You don't want to end up like Manny here."

They then went into the house as the farmer went inside and started tending to the fire.

"Thanks for hiding us," Helen said as Jen sat beside him and draped her arm around the farmer's shoulder.

"I'm so sorry about your son."

"D'Void takes everything," the farmer said. "Our only hope is The Wrench. And you Helpers."

"Okay, who's The Wrench?" Ben asked. "Come to think of it, who are you?"

"Yeah, I thought the Null Void was an interdimensional prison," Jen said.

"No, not a prison. A penal colony. Long ago, the Galvan created this pocket dimension so they could banish the criminals from the universe itself. To some, it was a chance to start again. My ancestors have tilled these asteroids since the beginning."

"Overtime, other worlds and even other universes discovered the Null Void and started dumping their criminals here as well," Helen explained. "Some of them aren't even aliens. They're demons. I even encountered a giant fat green demon with black hair in this place who tried to eat me."

"The Galvan had foreseen that problem and so they created the Null Guardians," Manny said.

"It wasn't an easy life, but it was bearable," the farmer said. "Until... he came. D'Void somehow gained control of the Null Guardians. Now, he reigns supreme, conscripting everyone and anyone to dig for cormite in his accursed mines."

"We've tangled with D'Void before," Ben said.

"You have?" Simon asked.

"Yep," Jen said. "In our world, he calls himself Dr. Animo. He has the power to control animals."

"That's how he's controlling the Null Guardians."

"You guys have tangled with D'Void?" Simon asked, confused.

"How did you survive?" Manny asked.

"We didn't just survive. We won," Ben said.

"This invulnerability and the crazy strong thing? That's new," Jen said, rubbing her arm.

"Okay," Manny said. "So you two take us back to Earth, load up on equipment, gather some reinforcements and shut down D'Void once and for all."

"That's not an option, Manny," Ben said. "We cut our tethers."

"There's no way to get our team here to help. We're stuck here just like you."

"Great. Some saviors you brought us, Helen. Can't even save themselves."

Helen rushed over to him and pushed him back.

"Settle down, Manny," Helen said. "They've fought D'Void before. Maybe they can help us."

"Anyway, that's not for us to decide," Simon said.

* * *

Later on, the team walked on a rock path as the twins looked on and raised their eyebrows.

"This is where you guys live?" Ben asked.

"This is where he lives. We live wherever," Manny said as Jen smiled.

"This was Becky's camp," she realized. "The Wrench really expanded it."

"Helen," a voice said as they looked up to see Pierce flying in on a jetpack and he crossed his arm. "What have you done? You brought outsiders here? Nobody gets to see The Wrench. Nobody!"

"They're friends, Pierce," Helen explained. "I told you, they're the whole reason we came to find you here"

"Maybe. Or maybe they're just shapeshifters showing you what you want to see?"

"Look," Ben said. "If you want to take us to see your boss, that's fine. If not, we'll find him ourselves."

"There's only one way to get to The Wrench," Pierce said. "Across here and through me."

"Fine by us," Jen said as she smiled to Ben. "He's all yours, bro."

"Good," Ben said as he and Pierce both took off their backpacks. "Some fight. You're a walking pincushion and I'm empty handed."

Pierce smiled and grew a spike from his arm before breaking it off and tossing it to Ben. "Be my guest."

"One spike against 300," Ben said. "You're a real sport, Pierce."

"And you're dead meat, spy!" Pierce said as he ran forwards.

Pierce gave out a few kicks, which Ben dodged with a shout. He then brought his spikes down, which Ben blocked with his with each blow. Pierce got on one hand and kicked down as he shouted out in effort.

"Kick his butt, Ben!" Jen cheered as Helen, Manny and Simon looked at her oddly. "What? He _is _my brother."

Ben dodged the kick and then used the spike to trip Pierce up, his spikes getting caught in the ground.

Pierce kicked forwards and broke Ben's spike as he propped himself up on his feet as Ben looked at the broken parts of the spike.

"Great."

Pierce ran forwards and Ben tried to parry his blows with the spike halves, but it was no use. Pierce struck Ben's hand with his fist as Ben groaned out, sliding backwards. He looked at his hand as he groaned, seeing spots of red as he started to bleed.

"That was my video game hand!" Ben said, shaking it off.

Ben slid underneath Pierce's legs and tried to attack, only for Pierce to grow spikes from his back and Ben fell off the ledge of the bridge.

The others gasped as Jen ran forwards on mana platforms and scooped Ben up in her arms before she got to the bridge, holding him as she examined his bleeding hand.

"Hang on," she said as she took his hand and wrapped her mana around it, healing the hand in a few seconds before she took a hankie out of her pocket and wiped off the blood with it.

"There's more where that came from, you two," Pierce growled.

"Okay, you win," Ben said.

"You didn't do too bad. At least we know you're human. One of D'Void's spies would've mopped the floor with me in a fair fight."

"Um, actually, I'm only half-human," Jen said, showing off her powers. "That's why I had my brother fight you instead. I knew that if I used my powers against you, you would suspect me of being a spy."

"Yeah, what she said," Ben said.

"But they would't have lasted long after," Manny said, pointing his blaster.

"Come on," Pierce said. "I'll take you guys to The Wrench."

The team then walked into the much larger rocky tent that used to have been owned by Becky for five years before she escaped. It now had a much larger opening and was filled with weapons, computers and a fire pit for cooking.

"I don't need anything he offers you two," Pierce said as he opened the cloth.

The twins winced as they walked up to the cloaked figure sitting by the fire.

"Um, Mr. Wrench," Ben said. "We don't mean to get in the middle of your war, but this whole dimension is destabilizing and-"

"Why don't you tell me about it over a bowl of my famous centipede gumbo?" The Wrench asked, taking off his hood and revealing himself as the twins gasped.

"No way!" Jen cheered as she and Ben immediately hugged their grandfather and laughed along with him. "Grandpa Max!"

"You're alive!" Ben said. "So, are you going to make us ask?"

"Well, when I detonated that Null Void grenade, it didn't blasted to kingdom come. It blasted me here. I meant to come home, but once I saw how badly these people were being oppressed-"

"You took it upon yourself to 86 Dr. Animo's reign once and for all," Jen realized.

"Yeah. Or at least throw a monkey wrench into the machinery."

"Hence: The Wrench," Ben smiled. "And the Helpers: Plumber's Helpers. I just now got that."

"Pierce here helped me round up everyone willing to fight D'Void. But enough about me. What are you two doing here? How did you get here?" Max asked. "And how on Earth did Pierce beat you?"

"I kind of let him win."

"You what?!" Pierce asked, his spikes growing.

"I kind of figured that out on the way," Jen smiled, rubbing at her hair.

"I figured it was the only way you would lead me to The Wrench-I mean Grandpa."

Pierce retracted his spikes and glared at the twins as they smirked.

"What we learned is that the Null Void is actually disintegrating," Jen said.

"Ugh. Then it's happening faster than I thought. Pierce, gather your team," Max ordered.

* * *

Ben and Jen stood in front of The Resistance, their helmets under their arms as they looked at Max as he presented a large golden rock to them.

"This is cormite."

"We know that," Manny said, crossing both pairs of arms. "Half the Null Voiders are sweating away in D'Void's mines digging the stuff up."

"Yes. But what you don't know is why."

Max activated a hologram device and activated it, showing his presentation.

"D'Void burns the cormite in this furnace, which feeds his dimensional bore, which is literally ripping a hole in the barrier between the two dimensions," Pierce explained.

"D'Void wants to escape and bring his army of Null Guardians with him to conquer Earth," Helen said.

"Or as Jen and I like to call it, Tuesday," Ben sighed.

"Pretty much," Jen said.

"Guerrilla tactics are no longer an option," Pierce said. "We have to mount an all-out attack on D'Void's citadel."

"Twins, any ideas?" Simon asked to the twins as they smiled to each other with knowing glances.

"Why attack him directly when you can hitch a ride?" Ben asked.

* * *

Outside of the farmer's hideout, he loaded up his bagged crops into a large container once again as two Null Guardians wrapped their tentacles around it and then they flew away to D'Void's citadel, not noticing the farmer's sly smirk.

Inside, D'Void's slaves were feeding the mined cormite into the furnace to fuel the bore.

Inside the container with the crops as the Guardian set it down, the other Guardians looked on as a voice suddenly shouted out-

"NOW!"

Max and the Team all ran off, shouting out in fury as they launched their attack on the citadel, running forwards.

The twins both slammed their cores down and transformed into...

"Chromastone!"

"Rockette!"

They both blasted their lasers forwards, blasting into the Guardians that flew towards them as Rockette shouted out and spun her guitar and backflipped over a red laser blast and sliced it down the middle with the bladed edges of her guitar as she smiled.

"Whoa," she said looking at it. "This thing is a real axe. Both figuratively and literally."

Manny jumped forwards and grabbed the tentacles of a Guardian before swinging it around like a mace before tossing it into a ton of other Guardians.

"Let's go!" Helen said, rushing forwards as she sped ahead and then jumped over a laser blast and then kicked into the Null Guardians flying overhead like a pinball.

A Wigsilian Org Beast shouted out and blasted a wave of flames from his maw towards the Null Guardians as the slaves ran in and an Albino Vulpimancer roared outwards and leaped forward, clawing at the Null Guardians that roared forwards and scratched and clawed at it, sending it crashing down.

Simon launched his mech's hand forward and tossed Pierce to a swarm of Null Guardians, prompting him to send all his spikes flying outwards with a cry of effort.

Meanwhile, Max dodged the laser blasts with a shout and then leaped upwards, using his staff to leap onto a Null Guardian and slam it in the head. It then went crashing down to the ground in front of Chromastone as he blasted his ultraviolet lasers outwards as Rockette shouted out and played a power chord outwards, sending a shockwave that blasted into her Null Guardians as she smirked and ran a hand across her mohawk as she looked to Max.

"Is my hair okay, Grandpa?" she asked.

"It looks great, darling," Max said. "You two clear us a path to D'Void. Pierce, you're with me. We're taking that thing out together!"

"Right!" Chromastone said as he blsated a large laser forwards and Rockette shouted out and blasted her power chords out, sending a large pink fist outwards that slammed into the Null Guardians and sending them blasting away.

"Nice work, kiddos," he said.

Suddenly, a familiar shadow loomed over them as they ran forwards to the bore.

"It's not over yet," Rockette muttered as they looked back to see their old enemy walking down the stairs, followed by a huge swarm of Null Guardians as they glared towards him.

Chromastone and Rockette both nodded and fired several ultraviolet lasers and sound fists towards the evil doctor, only for him to block every single shot they threw at him as he glared back down at them and cracked his knuckles. They both timed out and dodged the Null Guardians again.

"Max Tennyson," D'Void smirked. "So you're the mysterious Wrench."

"Guilty as charged."

"And young Ben and Jen. Always a pleasure to try and end your miserable interfering lives."

"Well, Animo," Jen said as she lifted herself and her brother up on a mana platform to their old foe's level. "It's been a long time."

"Too long."

"So are you still a doctor?" Ben asked, preparing his Omnitrix along with Jen.

"What?!"

"Because it hurts when I do this!"

They both slammed the cores down and transformed into...

"Humungousaur!"

"Kung Fang!"

The Chiropterran swooped away as the Vaxasaurian grew to his 60 ft. state and slammed his fist onto Animo, sending him barreling through the destroyed steps onto the ground as they both smirked at their work.

"See?" Kung Fang asked. "We told you it hurts."

"Give me a moment," D'Void said as he pulled himself out of the rubble. "I'll show the pair of you _real _pain."

"Thanks for the offer, but I think we'll pass," Humungousaur said as he lifted his foot up and stepped on D'Void... only to be thrown off balance as the madman threw him off of him and sent him sprawling away into a wall.

"Ben!" Kung Fang shouted as she flew down and turned into a whirling dervish of sword slices, only for D'Void to block all of them with his wrists as she broke her form and slammed him with a kick to the jaw with a smile.

"It's your lucky day, girly. Too bad it's bad luck!"

He grabbed her wings and then folded them inwards, causing her to scream in pain as he kicked her away into her brother as she sprawled backwards.

"It's a shame to have to end this," D'Void laughed. "But I've almost drilled through the dimensional wall and I have a whole planet to conquer!"

Humungousaur glared as he stood up and slammed his Omnitrix core, transforming into...

"Brainstorm!"

Kung Fang did the same, transforming into...

"Discharge!"

They both displayed their electrical strength as they glared.

"Here's a display of electrocranial power that I know you'll get a _charge _out of!" the Cerebrocrustacean shouted as he blasted a surge of lightning forward as his sister did the same.

But even with double the power, the lightning did nothing to D'Void as he only laughed and walked forwards, kicking them both away into a wall, sending them sprawling back again as they transformed back to human form, defeated.

"Ben! Jen!" Max said, running up to them as they got back. "Try Swampfire's methane attack."

"It's no use, Grandpa," Ben said. "He's getting stronger."

"And we're getting weaker," Jen added, standing up and groaning.

"When we fought him outside the citadel, Brainstorm scrambled his eggs! But here..."

"Wait a minute," Jen said as she looked to see D'Void absorbing some kind of aura from the citadel. "That's it!"

"Hang tight, Grandpa," Ben said as he and Jen ran off. "We know how to end this!"

"Wait! What are you two doing?"

"Ben and Jen Tennyson fleeing before me," D'Void smiled. "The Wrench at my mercy. And then a world to conquer."

"Sounds like a busy day!" Ben shouted as he and Jen stood at the furnace. "I hope you've had a big breakfast!"

"What?"

"Ben, Jen, get away from there!"

"This furnace," Jen explained. "It doesn't just power the drill, it powers him!"

"That's why he's so much stronger here in his fortress!" Ben said. "And that's why it has to go!"

"Ben! Jen! NO!" Max shouted as they both nodded and let themselves fall off the edge of the furnace.

"Let's end this, bro!"

"Right!"

They both slammed the cores down once again, transforming into...

"Big Chill!" the Necrofriggian shouted.

"AeroForce!" the Harpian shouted as they both circled and blew out a double gust of ice breath and wind blasts.

"Let's see just how cold we can make it."

"Ben, Jen," Max said.

"You'll join them both soon enough," D'Void said.

But just as they were about to fight again, they saw the furnace begin to freeze over and D'Void gasped in horror.

"What?!"

It started to snow down as the rebels and the Guardians stopped fighting as they saw the drill stop going and looked around.

"Impossible!" D'Void shouted as they looked around and saw the citadel start to break down and the Guardians flew away into the distance, all looking on.

"NO! NO!" D'Void shouted in vain as he looked to see Max and ran towards him, only to get punched twice in the face and he fell down, dazed.

"Nice work, guys," a voice said as the rebels looked behind to see Ben and Jen standing on an ice pillar behind them with a smile.

"I did have a big breakfast."

Ben and Jen smiled and slid down the ice pillar to hug their grandfather tightly.

Helen, Manny, Pierce and Simon all cheered in victory as the twins broke the hug.

The Wigsilian War Beast picked up D'Void as Max looked to his second in command.

"Pierce, take care of D'Void. Helen, Manny, Simon, make sure everyone is out of those mines. And keep a look out for any more Guardians. We've still got a lot of work to do."

It was at that point that a magenta portal opened up in the distance and everyone looked to see the rest of the Omni-Team looking on.

"Ben! Jen! Is that you?" Gwen asked.

"Gwen, check out what we found!" Ben said.

"Hi, pumpkin."

"Grandpa!?" Gwen and Becky both asked in joy.

Gwen struggled as she pushed the portal back open.

"I can barely keep this doorway open! You guys have got to hurry!"

"You heard them, Grandpa. Get the Helpers," Jen said. "It's time to go."

"I can't go just yet, guys," Max said. "We have to finish things here. Get those guardians working like they're supposed to. Make sure everything's safe."

"Then we'll stay too," Ben said. "We can help."

"The Earth needs you guys to protect it."

"Then help us," Jen said. "We need you!"

"Not anymore, guys. You two proved that today."

"We can't lose you again," Ben said.

"You never did. We'll find our way back when our work is done here. And besides... I'll always be with you."

Ben and Jen smiled and hugged their grandfather once again as Gwen shouted out.

"Guys! Hurry!" she lifted her hand out as Ben and Jen smiled.

"Oh, and one more thing," Jen said with a smile. "...Grandma says hi."

Max then gained a shocked look on his face as the twins smiled and took Gwen's hand, lifting them into the portal as Ally helped.

"Wait! Verdona's back?!" Max shouted as the portal closed.

"Your grandkids sure have been busy," Helen said with a smile and folded arms.

"Tell me about it," Max said, smiling proudly on.

* * *

**Next time on Ben and Jen 10:**

**Royal Woods Recruits**


	28. Royal Woods Recruits: Part 1

**A/N: Please don't rush me. This isn't as easy as it looks, especially when writing original content. My chapters will come out when they come out.**

* * *

Kevin drove his car down the road to the town of Royal Woods Michigan with the others loaded in beside him and Ally drove her motorcycle behind him as he sighed as Gwen sat in the passenger seat and he looked on.

"So, why are we going to some backwoods town like Royal Woods anyway?" Kevin asked them. "It's a three day drive from Bellwood, so it's kind of out of my way."

"Well, for one thing, Ally has possibly the biggest match of her career in this town against Lynn Loud," Ben said as he fiddled with his Omnitrix and Jen smiled.

"And the other thing is that we're visiting some old friends that we haven't seen in years," Jen said. "The Louds."

"Nice family name," Kevin smiled.

"We know," Becky said as she sat back. "But they are one of the best superhero teams in the world. They call themselves the L-Crew. We met them five years ago on our road trip when we stopped in Royal Woods for this music festival Grandpa wanted to go to."

"Shag Carpeting?" Kevin asked.

"Oh yeah," Gwen smiled.

"And there was this rogue weather monster robot that attacked the town. So, we ended up teaming up with the L-Crew to stop it and we ended up saving the day. We've been great friends online ever since," Ben said.

"They also teamed up with them when the Negative 10 attacked us for revenge for putting them in jail," Jen said.

"Trust me, once you get to know them, they are some of the coolest kids you'll ever get to know," Gwen said. "On the battlefield or off."

"I wonder how they've been doing since we last saw them?" Becky asked as the two vehicles drove into the Royal Woods city limits.

* * *

Inside the Santiago-Cassagrande bodega, Ronnie Anne Santiago was sitting at the counter with a smile as she was reading a comic book as her phone rang.

She tan skin, freckles on her cheeks, long black hair that reached the small of her back in length and B-cup sized breasts. She wore a white shirt under an unzipped purple hoodie, jean shorts, hot pink socks and brown shoes.

She looked up the caller I.D. and saw that it was her boyfriend of four years, Lincoln Loud, the leader of the L-Crew. She then started texting him with a smile.

_"What's up, Lame-o?" she asked before pressing a heart emoji._

_"Not too much lately, Lamette," _Lincoln responded as Ronnie Anne rolled her eyes.

_"Any criminal or supervillain activity lately?"_

_"Not much. Lisa heard a rumor that the people at The Dungeon may have a mole inside to try to get our villains freed so they can get revenge on us."_

_"Well, with Tetherbee gone, the seat of our worst villain is still open. Maybe I'll swing by the headquarters later so we can talk recent events."  
_

_"Yeah, and Lynn's got that fight at the arena tonight with a miss Allison Levin."_

_"Of the Omni-Team? They're back?" Ronnie Anne asked._

_"I've heard rumors that they were back. And if it's true and they come here, we really need to talk about what happened four years ago when they didn't show up."_

_"Trust me, I know," _Ronnie Anne finished. _"See you soon."_

_"Right. Later, babe," _Lincoln finished before sending a last heart emoji.

Ronnie Anne sighed, contentedly as she changed her contact message to text her best friend Sid Cheng and then waited for her response.

"Hey!" Ronnie Anne jolted a bit when she sees a 11 year old Carl, wearing a unzipped red hoodie, over a white shirt, blue jeans and black sneakers. "You can't be on your phone, service is the most important part of running a store."

"First off you're not the boss of me." Ronnie Anne said. "I'm 16 years old, and you're 12, shrimp."

"I've been working the bodega longer than you." Carl retorted.

Then an 7 year old Carlitos with long orange hair that reached the upper part of his neck, wearing a white shirt, red pants, and black shoes. "Guys don't fight, Abuelo won't like this." Carlitos said.

"Stay out of this!" Ronnie Anne and Carl shouted. Right before the two could get in a brawl, the bell rings and the three look at the door and see a customer and it was Kevin.

"Welcome to Casagrande's bodgea how may i help you?" Ronnie Anne asked with a smile at the conter

"Just getting some snacks." Kevin said and walked off to see the collection of snacks there.

"He's a tough one," Carl whispered to his cousin. "...I like him."

"Uh, huh. If you say so," Ronnie Anne said as Kevin took a bag of tortilla chips and a 12-pack of cola and went to the counter to pay for it. "Thanks for shopping at the Cassagrande Bodega."

At that point, Kevin walked back to the car and unlocked the trunk, putting the snacks into it before closing it as he saw Ally on her phone resting by her bike.

"So when's the fight?"

"About 6:30 P.M. on Tuesday."

"That's two days from now. I think you can beat Lynn."

"The thing is she has incredible strength and durability that far surpasses my own," Ally said, putting her hands into her pockets. "Unless I absorb a sample of her energy to copy her powers, I don't stand a chance against her."

"Then do it."

"If she lets me, I'll do it," Ally said as she got onto her bike and then fired it up as Kevin got into his car. "Let's get some lunch."

"Where?"

"I heard that Lynn's Table is pretty good," Jen said, looking at the brochure.

"Then let's go there," Ben said as the two vehicles drove off to the Loud father's restaurant.

* * *

At said eating establishment, the team sat around a table with menus in hand as they started talking to each other on this.

"So, this is Lynn's restaurant?" Kevin asked.

"Well... yes and no," Ben said. "Lynn is actually the name of their father."

"Seriously?" Kevin chuckled. "What kind of parents name their son Lynn?"

"I don't know, but I want no part of it," Ally said with a smile as a young woman came up wearing the blue shirt and brown skirt uniform of the restaurants staff as she came up to them.

"Welcome to Lynn's Table," she said. "I'm Carol. Can I get you lot anything to drink?"

"Coca-Cola," Ben and Jen said together.

"I'll have a Coke Zero-Sugar," Ally said.

"Iced tea, lots of ice," Becky said.

"Dr. Pepper for me," Gwen said.

"And you?"

"Water," Kevin said.

"You've got it," Carol said, jotting all of the info down on her notepad as she went to fill the drinks. And just as she finished, she sneakily pressed her temple and her pupils glowed red before an invisible beam scanned the six heroes at their table up and down, sending the information into the supercomputer that powered Carol's brain. "So, the Omni-Team are back in town, eh? Lori's going to want to know about this."

She smiled to herself and then walked forwards, presenting the group their drinks and she took out her notepad.

"Are you guys ready to order?"

"Yeah," Jen said. "I think we are. You guys?"

"Pretty much," Ben said, reading his menu. "I'll have the buffalo chicken wings."

"I guess I'll just have the chicken Caesar salad," Gwen said.

"I'll have the BBQ bacon cheeseburger and fries," Ally said, smiling to herself.

"Pork chops and applesauce," Becky said.

"Fish and chips for me," Jen said.

"And I'll have the anchovy pizza," Kevin said as Carol finished jotting the orders down and then picked herself up.

"Coming right up. It'll be on it's way. Lynn's one of the best cooks you'll ever see."

As Carol left, Gwen looked to Kevin and smiled.

"Anchovies, huh?"

"Don't knock it till you try it."

After putting the orders into the kitchen, she walked over and pounded on the manager's office.

"Lori! It's Carol, we need to talk," she said as the door opened to reveal a 22-year-old Lori Loud, wearing a blue dress and brown slacks to signify her managerial status of the restaurant as she welcomed her best friend in and she started talking to her.

"What is it?"

"Okay, this party that's eating here right now," Carol said as she pressed her temple and projected what she had just now scanned onto the wall to show Lori the evidence. "That's the Omni-Team?"

"Are you sure?"

"It's been five years since you last saw each other, so they're obviously a bit older now and look a little different, but it's definitely them."

"Why are you telling me this, Carol?" Lori asked. "I'm not even the leader of the L-Crew anymore. I'm just a part time member since the invasion."

"Because I know that it was you who made the decision to call off your alliance with them. Why would they come back to Royal Woods if it weren't to recruit the L-Crew for something important?"

"Maybe," Lori said with a thoughtful look as she nodded to herself and then pulled her phone out of her pocket. "Okay, I'll text Lincoln a message telling them where they are. He'll definitely want to see this."

"That'll be a good one," Carol said with a smile as she walked over. "Well, that's my report. I'll just get back to work for now."

"Me too," Lori said as she sat back down at the desk to do the ordering for the restaurant as Carol walked out.

* * *

After finishing their lunch, the team walked out of the restaurant and drove over to the park where Royal Woods Arena was resting nearby as they all smiled and looked upwards towards the giant structure.

"There it is guys," Ally smiled. "This is where I'm having my fight against Lynn."

"We're rooting for you," Jen said as she and her brother both jabbed her arms.

"For sure."

Kevin sniffed the air and slightly recoiled to them.

"Hey guys? Do you smell smoke?"

"Actually, I do," Becky said as they looked up to see a streak of fire leaping towards them as they smiled.

"It's Lincoln," Gwen realized as the teenaged pyromancer set himself down on his jets of flame and smiled politely, crossing his arms in front of them.

"Hey guys long time no see," Firecracker smirked to them as he floated in the air and landed on the ground.

"Nice to see you again Linc'," Ben smirked. "It's been awhile."

"So how are you and your family doing?" Gwen asked as Firecracker turns back into a now 16-year-old Lincoln Loud. He had medium length shaggy hair with shaggy hair an orange buttoned shirt, blue jeans and black sneakers.

"Well, I'm Leader of the L-Crew now," said Lincoln. "Cause you know my older sisters are in either in college except for Lynn because she and her boyfriend founded their own wrestling league in town. The team needs a leader. Plus, there was this certain... problem that we had 3 years ago."

"Are they hot?" Kevin asked and Ally gave him a glare.

"Sorry about that, Lincoln," she said. "My brother here is a bit troubled."

"To say the least," Becky said with a chuckle.

"Wait, this is your brother?" he asked.

"Kevin Levin. Nice to meet you, dude."

"Um... you too," he said unsurely as he shook the vigilante's hand.

"So, what brings you to Royal Woods?"

"Well," Ally said as she crossed her arms. "For one thing, I'm scheduled for a kickboxing match with Lynn here in town Tuesday night."

"Oh, you're fighting Lynn? Good luck," Lincoln chuckled. "You're gonna need it."

"I know that."

"And the other thing is that we kind of have a major problem back home and we kind of need your team's help for it. We've already recruited some Plumber's Helpers and the Miraculous Team," Gwen siad.

"You got the Miraculous Team to help us? But why? They don't even live in your country."

"This isn't about our country, Lincoln," Ben said. "This is about the entire world that's at stake right now."

"The entire world?" Lincoln asked.

"I think this would be better explained at your headquarters," Jen said.

"For sure. But first, I need to get my co-leader here."

"You have a co-leader?"

"Not just a co-leader," Lincoln smiled. "She's my girlfriend."

"Really? Where do we meet her?" Ben asked.

"Our favorite hangout of course."

* * *

Soon after that, the Omni-Team and Lincoln were sitting at one of the tables at Gus' Games and Grub.

"So when do you think she's going to get here?" Kevin asked.

"My second in command's coming," Lincoln explained. "She and her family own and work at a bodega here in town."

Kevin's eyes immediately widened at that when said Latino girl walked into the building and smiled lovingly at Lincoln as he walked over to her position and smiled back.

"Hey, Lame-o," Ronnie Anne greeted.

"Lamette," Lincoln greeted back and they both gave each other a kiss on the lips with a smile. "Guys, you've met her briefly five years ago. This is my girlfriend Ronnie Anne Santiago. You may know her better as Surge."

"Wait a minute, I know you," Kevin said. "We stopped at your family's bodega this morning for snacks."

"I recognize you. So you must be Kevin Levin?" Ronnie Anne asked. "The girls told me you were a freakish monster."

"That was a long time ago," Allison said. "He's changed. Anyone can change if they really want to. My little brother is actually a great guy when you get to know him."

"Okay. I'll take your word for it."

Ronnie Anne looked to Jen as she sighed.

"We've never been formally introduced, Ronnie Anne," Jen said, shaking her hand. "I'm Jen. This is my brother Ben and my cousins Gwen and Becky."

"So, I've heard it through the grapevine that you and your cousin control energy too?" Ronnie Anne asked, surrounding her hand in purple energy with a smile.

"Yes, but not the same way you do," Jen said. "We're not meta-humans. We're alien hybrids. Gwen and I are half-Anodite. Anodites have the ability to control and manipulate mana. Mana is the energy that makes up the essence of life itself."

"So, you could bring someone who's dead back to life by manipulating their life energy?"

"Well... in theory, yes. But our Grandma Verdona told us that it takes a lot of power and I don't think we're strong enough."

"So much for bringing back my dad." Ronnie Anne sighed.

"Even if we could, I don't think we would," Gwen said. "I don't think he would want to come back anyway."

"I assume that Lincoln and my brother filled you in on what's going on right?" Jen asked.

"About some squid-plant aliens that want to take over the world and turn people into them? Yeah, every single detail," Ronnie Anne said.

"We've been recruiting heroes to our cause left and right. With an enemy this powerful, we need all the help we can get," Jen said as she sighed to the new girl and turned to her. "Does it bother you that I'm not completely human?"

"Not at all," Ronnie Anne said with a smile. "I'm friends with a rubber monster and a living teddy bear. I'm used to it."

"So, can we go to your headquarters now? I kind of want to see how the rest of the team is doing," Becky said.

"We're doing great despite the change in numbers. Plus, we have a new guy here who I think you're really going to like."

"I can't wait," Gwen smiled as the rest of the Omni-Team all chorused.

"Neither can we."

* * *

"Welcome to our headquarters," Lincoln said as he and his girlfriend led the team to the headquarters in the train yard. He then pressed his palm to the scanner that beeped green and allowed them access into the headquarters where an 18-year-old Lynn, a 13-year-old Lucy, an 11-year-old Lana and Lola, a 9-year-old Lisa and a 6-year-old Lily were going about their business as usual.

Lynn was about 6'6" in height and her body's frame, while lean, was obviously built with nothing but muscle. Her hair was still in its high ponytail and she sported a six-pack abdominals and every frame of her body was clearly stronger than ever. She wore a red tank top with black lining and a black number one in the center, black training shorts and red and white cleats on her feet.

Lucy had grown to Lynn's height from five years ago and now had her black locks brushed behind her ears with her lovely electric blue eyes fully shown. She wore a black dress with black fingerless gloves, black and white socks and black boots.

Lana had grown to Lincoln's height from five years ago and had messy blonde hair in two braided pigtails. She wore dark blue pants, a blue vest over a grey t-shirt, red sneakers, and she still kept her red hat.

Lola had also grown to Lincoln's height from five years ago and had her blonde hair in a French braid draped over her shoulder. She wore a hot pink tank top, a dark pink skirt, hot pink dress shoes, and she still keeps her pearl necklace and earrings.

Lisa had grown slightly taller than Lucy's height from five years ago and had her brown shaggy hair down over her shoulders. She wore a dark green sweater, dark red brown pants, brown shoes, and is wearing a lab coat and still wears her glasses.

And finally, Lily had grown to the twins' height from five years ago and had blonde hair on her hair with a small tuft of hair on top. She wore a lavender sundress, black shorts, black knee high socks and black shoes.

"Oh no!" Lola said to her twin. "You are not denying me the ultimate pizza experience!"

"Lola, I've BEEN most of those animals!" Lana shouted. "I won't eat any pizza unless it's completely vegetarian. I'm not moving."

"Hello!" Lily said with a smirk as she descended to the floor on a large vine that set her down before it retracted. "I happen to be the greatest botanist on planet Earth. I can grow fruits and vegetables in 2 seconds flat. And here I am sitting on my butt, an unused resource."

"Because I don't want anyone else to reveal our identities!" Lisa said.

"Sigh. Why couldn't I gone solo?" Lucy sighed as she wrote in her poem book. on her beanbag chair.

"I can heal the rainforest!" Lily shouted.

"Look alive girls!" Lincoln said and everyone stopped and looked at their older brother.

"Linky!" said Lola as everyone saw that they had visitors and that was when their delight grew to shock.

"Um, hey. Omni-Team here," Ben said with a smile as Jen came in.

"What's going on here?" Jen asked.

"Ben? Jen? Gwen?" Lynn asked as they approached and Lincoln and Ronnie Anne separated from them and rejoined their own group. "What are you doing here?"

"Well, it's complicated," Gwen said. "We've got a major problem going on back home and we need some help."

"Help?" Lola asked with a scoff. "Why would we help you? You guys disappeared for four years and you weren't there when we needed you the most!"

"Come again?" Ally asked as Lynn looked to her and smiled.

"So, Allison Levin," she said, looking her kickboxing rival up and down to see how much she had ripped herself over the past five years and how healthy and fit her body had become. "Well, looking good."

"Actually, I go by Ally now," she said as they both gripped their hands and smirked to each other. "It's a friend thing that Jen gave me."

"Now, why haven't you called us since we last saw each other at Mt. Rushmore?"

"Well," Lincoln said, twiddling his fingers. "It's complicated."

"You weren't there for us in our time of need!" Lynn shouted.

"Wait, what?" Ben asked.

Ronnie Anne sighed before she walked up. "Okay. About four years ago, there was a massive alien attack on Royal Woods and much of what we loved was completely destroyed."

"Including Sam's father Replicate, one of our old enemies," Lana said.

"We had called on all of our enemies and allies to form an alliance to take us and they all said yes," Lola recalled.

"But you guys were a no-show. You said that we would always help each other and you weren't there when we needed you the most," Lynn said, crossing her arms.

"You said that you took your watches off four years ago. By process of elimination, you still had them on during the time of the invasion," Lisa said.

"Why didn't you come? Surely there was a reason why," Lincoln asked.

""Thank you," Jen said. "We never actually got your message when Royal woods was dealing with that invasion."

"But how? You had the Omnitrixes at the time," Lily said.

"Yeah. But at the time you sent that message, we were kind of busy," Jen said. "We were kind of on another planet called Galvan Prime dealing with this evil alien mutant called Malware."

"We were light years away from Earth. There's no way we could've gotten that message," Gwen said.

Lisa then looked at the Omni-Team, minus Kevin and then examined them. "You're telling the truth?"

"Of course we are. We wouldn't lie to you."

"I'll be the judge of that."

Lisa then put a hand to her temple and then closed her eyes and focused on their thoughts as she read their minds before her eyes snapped open and she nodded.

"Affirmative. They aren't lying to us. They really didn't get our message."

"No wonder they didn't show up!" Lana said.

"So that explains everything." Lynn said. "But who's Malware?"

"Think of him like Upgrade, but more like a computer virus." said Ben. "But don't worry he's dead."

"For a second I feared he would access our defence systems and Honeybee's equipment." Lisa said.

"This information is coming from the girl who got tattoos at ten years old?" Lola asked with a smile.

"First of all, it wasn't by my choice," Gwen said. "Second of all, that's no worse than having your ears pierced at six years old."

"Hey the other pageant girls were doing it!" Lola exclaimed.

"I don't know how your parents were able to handle you?" Becky sighed.

"Trust me, you have no idea what's it like to live with her." Lincoln said.

"You're right. But Ben and I do have a little sister now, so..." Jen smiled.

"Oh yeah. You did mention that your mom was pregnant when we first met," Lisa said as Ben smiled.

"Sure was. We're really happy."

"I know we didn't show up at your time of need guys," Gwen said. "But we're just requesting one thing... can you give us another chance? Please?"

"Guys, look," Lincoln said. "I know they didn't show up to help us with that alien invasion, but that was a long time ago."

"Royal Woods was almost destroyed! Even our enemies helped us and they didn't show up!" Lynn said.

"I agree with Lincoln," Ronnie Anne said. "You guys gave Carol another chance even after she tried to kill you multiple times and now she's Lori's best friend. If anyone deserves a second chance, it's them."

"Well they picked a bad time to take their watches off!" Lola shouted.

"I'm with Lola on this one!" Lana agreed.

"Would you say the same thing to your older sisters? Or Bobby? Or Sam?" Mr. Cuddles asked as they turned to him. "They left to pursue normal lives too. If they came back, would you treat them how you're treating the Omni-Team right now?"

"He's got a point," Lily said.

"They're family," Lynn said. "Of course we would welcome them back with open arms. That's different."

"No. It's not," Lucy said, sitting up. "Maybe it's because I took a turn for the more cheerful lately, but the others wanted a chance to live a normal life for awhile. So did they. Why should we treat them any different just because they're not family?"

"Oh, so you're siding with Lincoln then?" Lynn asked.

"Yeah," Lucy said. "I guess I am."

"I'm starting to miss the old Lucy." Lynn glared. "But keep in mind that's that Kevin guy that they fought."

"I heard he was butt ugly, now's regular ugly." Lola said.

"I'm right here!" a voice shouted out as Kevin looked to her.

Allison then looked over to Lola and cracked her knuckles.

"Look, Princess," she said with a glare. "Don't talk about my friends or my brother like that. I don't care who you are."

"It's not like you don't know this stuff. You used to fight a lot back in the day," Lana told her.

"Hey! I can say that he's a j*** or unreliable or ugly but you guys can't! You just met! And he's served his time already. If I said that about any of your siblings after you were on trial, how would you feel?!"

Lola then tossed one of her small crystals outwards which Allison took in her hand before glaring, absorbing the material onto her hand and then crushing the crystal to pink dust in her hand before dissolving the armor.

"You'd better do what she says. And she's got a point," Lynn whispered.

"Fine. He's not ugly, but he needs to earn our trust. It's not easy." Lola said.

"She's correct on that fact." Lisa pointed out.

"Can you guys make yourselves at home while we go out? You can meet the others here?"

"Is that a tiger?" Kevin asked, intimidated as he looked to across the room where a tiger was lounging, resting as Jen walked up to him.

"Don't worry," Ronnie Anne said. "He's tame."

Jen ran her fingers through his fur and smiled as the tiger purred from her as he woke up and she smiled.

"He likes you," Lincoln smiled. "His name is Tongri."

"Where'd you get him?"

"He was summoned by a dark wizard who our resident magician Soothsayer restored to his original form."

"Ooh, you have a wizard here?"

"Yes. But he's currently not present as he's on vacation in Miami," Lola said before grumbling under her breath. "Lucky break."

"It's true. You guys are stuck with me," said a voice as the team looked back to see a beat up teddy bear walking towards them with a smile as he looked to see the teams standing there.

"EEEEE!" Jen squealed, causing her family and best friend to roll her eyes while Kevin facepalmed as she grabbed the teddy bear and snuggled him up to her cheek lovingly. "SO ADORABLE!

"Is she always like this?" Lincoln asked Ben.

"No. Just around those kinds of things. Trust me. She acts tough as nails most of the time, and she is, but deep down, she's a huge softy," Ben smiled.

Jen smiled as the living teddy bear sighed deeply and just decided to go with it and hugged her back as she set him down.

"I'm not even going to question the living teddy bear at this point," Becky sighed with a smile. "We've seen much stranger."

"Yep," Gwen said.

"So where'd you come from, little guy?"

"My name is Mr. Cuddles," he explained, sitting down. "I was the favorite teddy bear of the Loud's great grandmother Harriet."

"That explains why you look so..."

"Beat up?" he asked.

"Yeah. Hang on a second," Jen said as she waved her hand up in the air and Mr. Cuddles was encased in a glowing magenta sphere and Jen smiled as she closed her fist and the magenta sphere burst, with Mr. Cuddles dropping to the ground good as new.

"Wow," he said, looking himself over. "Thanks. Was that magic?"

"Not exactly," Jen said, leaning down to his level. "It's mana. Mana is the very essence of life and magic itself."

"So you're a meta human?" Lucy asked her.

"No," Gwen said. "We're half-human. You see, our grandmother is an energy-based life form called an Anodite."

"So you're half alien?" Lana asked. "Awesome! Even more awesome than when we first met."

"Anyways, back to me," Mr. Cuddles said. "Their great grandmother was adept at magic even as a child and she brought me to life so she could have fun with me forever."

"But what she didn't know was that I was ambitious back then. I was going to use her spellbook to bring an army of toys to life and take over Royal Woods and she would be my queen. I thought she would love that, but she was understandably horrified. So she trapped me in a box and buried me in the yard for many years, even after she died. But I was freed when their dog Charles dug me up the way dogs do. And I hoped to resume my plans with Lily as my queen, but Soothstayer stopped me and I eventually reformed. I've been a recon member of the L-Crew ever since."

"He hangs out with Soothsayer and the pets a lot," Lily said.

"Quite the story."

"You want to know the crazy thing?" Lisa asked. "He's not even the most weird member of the L-Crew we have."

That was when they heard a massive thumping going through the halls and saw a large pink hulking giant with a black tank top and pants walk through with a video game pod.

"What the heck is that?"

"This is Petty," Lincoln said. "He's Luna's son... kind of."

"She gave birth to a giant rubber monster?" Ally asked, raising her eyebrows in surprise.

"No. He was created from a piece of her arch enemy Rubbor and she used her electric energy to bring him to life a la Frankenstein's monster and yeah," Lynn said.

"And he's named Petty because?"

"After Tom Petty," Lincoln explained. "God rest his soul."

"Hey, big guy," Ronnie Anne said as she flew up to his level and then smiled. "This is the Omni-Team. They're friends of ours from out of town. Do you understand?"

"Petty understand. Omni-Team friends," he said.

"Broken English," Kevin said. "He really is a hulk."

"I'm not going to shake his hand out of fear of breaking mine," Jen whispered to her brother, rejoining him.

"Ditto."

"So why did you really come to Royal Woods this week?" Lana asked. "It couldn't have just been about recruiting us for your cause."

"You're right," Gwen said as she nudged Allison.

"Okay, it's no big deal. I'm just scheduled for a kickboxing match here on Tuesday... against your sister," Allison admitted.

"Lynn?" Lola asked. "Ooh, that's your funeral, darling. That girl absolutely hates to lose and will do whatever it takes outside of cheating to win."

"Yeah, but that doesn't mean she's gonna beat me," Allison said.

"Technically true," Lisa admitted. "But Lynn's one of the best fighters we know."

"She was able to take Tremor at a Detroit Lions game when we were younger," Lana said. "And she was able to crack his shoulder."

"Not to mention, she can be such a sore loser at times,' Lincoln said. "We all teamed up against her to beat her at a board game. Not to mention the bad luck incident."

"The bad luck incident?" Allison asked as she did her work in the kitchen, getting her favorite knife ready.

"Trust me, it's best if you don't know about that," Lincoln whispered.

"We'll keep that in mind," Ben said as Ally smiled as Lynn came in with a smile as Ally looked to her and they sized each other up and down.

"I'm going to the gym to train," Ally said.

"You should try ours," Lynn said as she walked beside her and shook her shoulder. "We've got a salmon ladder in here."

"A salmon ladder? I've always wanted to try one of those."

As the pair left, Gwen looked to Lincoln.

"Is there anybody else who we can try to recruit in this town?"

"I don't know. I'll call our siblings and see if they can come over to help you guys when the time comes, but most of the other metas in this town are villains."

"Except for two, as of recently," Lisa pointed out as she called out. "Martha. Pull up the files on Vesuvius and Honeybee."

_"At once, Miss Lisa,"_ Martha, the base's A.I. sounded as she pulled up two files on a 18-year-old girl and a 17-year-old girl separated and showed them in their costumes.

The elder of the two had fair skin, long blonde hair that reaches her shoulders and blue eyes. She wore wearing a crimson red bodysuit with orange lines on it, has bulky dark red gloves with orange lines to represent magma and dark red boots and a red mask around her face.

The younger of the two had fair skin, black hair and green eyes. She wore a black flight suit with yellow stripes, a pack on her back with four yellowish-clear wings, a black mask with dark blue compound eyes and black antennae sticking out and yellow bracelets on her wrists

"These are two of our old enemies," Lincoln explained. "This is Beverly a.k.a. Vesuvius. Her superpower is that she can control and manipulate the earth at its base level: magma."

"That is an awesome power," Ben smiled to Jen. "I wish I had it."

"And this is Nicole Hewitt, a.k.a. Honeybee," Ronnie Anne finished. "A master of robotics who created a suit that can fly, shoot lasers, fire a sticky substance like honey and so on."

"Whoa," Becky said, impressed..

"Tell us about them," Kevin asked.

"When Vesuvius was a child, her family were researchers who went to the destroyed city of Pompeii," Lisa said. "She found a glowing meteorite and showed it to her parents, who understandably took it to their employers for research."

"So what went wrong?"

"The scientists understandably wanted to confiscate the meteorite due to its dangerous properties and when they were about to leave, the meteorite became unstable. It exploded and killed everyone in the room with the exception of that little girl."

"Oh my God," Gwen said. "That poor girl. No one should have to go through something that horrendous."

"But instead of killing her, the explosion activated her meta gene, gifting her the power to control magma," Lincoln said. "She spent the next five years stealing what she needed to survive and learned to control her abilities. Andrew Tetherby, our old archnemesis, gave her everything she needed to survive and she attacked Lincoln to get him angry enough to release Irate. And it worked, but she was seriously injured in the process. And she escaped."

"And Honeybee?"

"Honeybee came to be, no pun intended, a few years ago when Lincoln's evil side who you may have heard about on the news, Irate, attacked Royal Woods and destroyed nearly everything," Lola explained. "During the attack, her father was put into a coma, much to her horror. She blamed not just Firecracker, but the L-Crew for failing the city and she wanted revenge on us for what happened to her father. She's a master of robotics and created the suit and her weapons to take justice into her own hands."

"Wow. I kind of know how they feel," Ally said. "Me and Kevin were homeless too. We know what it's like to feel like the whole world is against you."

"That doesn't give you an excuse to fight back though."

"I know that now," Kevin said.

"Soon after, they joined an evil group called the Revenants who wanted revenge against us, but we defeated them and they surrendered. They spent some time in the Dungeon, which is a jail for supervillains here, but they got released early for really good behavior," Lana said.

"And they've been off the grid ever since," Ronnie Anne said. "They've gone legit from what I've heard."

"Why do you want them?"

"Because I know they're good people, especially Nicole," Jen said. "If we can find them, they can be an asset to us."

"Well, I heard they live in Nicole's old apartment after her dad retired when he got out of his coma," Lisa said as everyone looked at her. "What? I have my connections too you know."

"Just get us the address and we'll go over to them ourselves," Jen said, popping her Omnitrix up.

"Not without me you're not," Lincoln said. "This concerns the L-Crew too."

"The more the merrier," Ben said as the two grasped hands and shook.

"4286 Longleaf Drive," Lisa said, typing into the computer as Lincoln pressed his watch and transformed into Firecracker.

"Race you to there," he said, typing it into his GPS.

"Oh, it's on," Ben said as he and Jen transformed into Jetray and AeroForce and flew out the open garage door to the destination as Lincoln ran after them with his jet propulsion.

"I'm so beating you Tuesday," Lynn told Ally with a smirk.

"Don't count your chickens before they hatch."

* * *

Bev sighed as she took out the keys to her shared apartment and then sighed. "Come on out. I know you're there."

That was when Firecracker and the Omni-Twins appeared with a smile and a nod as they took off their helmets.

"I got good ears, Firecracker. Your hearing gets really sharp in the Dungeon," she said. "Things go bump in the night."

"Hi, Vesuvius," Firecracker smiled as Ben and Jen nodded. "Long time no see. These are the Omni-Twins."

"I know. And just call me Bev, please."

"Fine... Bev," Jen said.

Nicole then looked out of the apartment window and saw her girlfriend talking with an old enemy and two foreign heroes.

"Um, hi," she said. "I'm Nicole."

"We're the Omni-Twins," Ben said. "I'm Ben and this is my sister Jen. Our team's in Royal Woods to do some recruiting for our mission."

"Come in," Nicole said with a sigh as Bev walked through the door and the others came in as they changed out of their hero outfits and then Nicole served tea to them.

"Pretty clever, hiding in plain sight like that," Lincoln said as Bev sighed and flipped her red hair back.

"Yeah, pretty unsuspecting, I'll give you that," Bev said. "It's what's worked for you guys."

"But why did you come for us now?" Nicole asked. "We haven't done anything wrong, guys. We didn't since we've been in the dungeon."

"We need your help," Ben said. "There's this group of aliens who-"

"Save it, honey," Bev said. "We don't hang out with the costumed crowd anymore. We've turned over a new leaf."

"Just listen to us for once in your life," Lincoln said. "According to our friends, the Omni-Team, there's this group of villains called the Highbreed who want to exterminate the planet and everyone on it."

"We've been recruiting heroes from all around the world and other planets to help us stop them," Jen said. "They're extremely dangerous, guys. Billions of people are going to get hurt or killed. Your dad could get hurt or killed."

"No way," Nicole said. "We're done with capes and tights and masks. We're just trying our best to lead a normal life."

"No one knows who we were when we were villains," Bev said. "And we plan to keep it that way. Why should we help you?"

"Because if you don't, then it's possible that the entire world will cease to exist and you had the ability to help save it and didn't," Jen said. "Do you guys really want that on your consciences?"

Nicole and Bev looked at each other sheepishly as Bev shook her head and sighed.

"Let's have something in it for us too. Have the city give us a full pardon for helping to save the entire planet when we're done."

"Deal," Lincoln confirmed.

"I'll go get the outfits," Nicole said, running to her room with a smile.

"You know that I haven't worn that thing in three years!" Bev said.

"I made some adjustments to it when you were out!" Nicole's voice sounded out as Bev sighed and rolled her eyes, facepalming.

"Try five years of not being Omni-Pink and Green." Jen said.

"It's easy for Firecracker here." Bev said.

"It's Lincoln." Lincoln said. "Lincoln Loud, and don't just do this for the planet. But for your parents as well."

"Deal."

"All set," Nicole said as she carried a backpack with her suit in it and tossed another one to her girlfriend as Bev caught it and smiled.

"So, when do we go to your headquarters?"

"Now," Lincoln said as Ben and Jen nodded and went behind them. "But I can't let you two know where it is until we can fully trust you. So..."

The twins nodded and walked behind them.

"What are you going to do to us?" Bev asked.

"We're just going to knock you out and then take you to their headquarters like good heroes would do to reformed villains like you," Jen said.

"Good call," Nicole admitted as the two squeezed their pressure points and the couple gasped before they fell unconscious.

"Let's get them out of here," Ben as the two suited up and carried the pair over their shoulders and Lincoln turned back before they all went back to the headquarters.

* * *

Bev and Nicole came to in a room in the headquarters before they took the suits out of their backpacks and looked at them.

"I hope this still fits," Bev said as she knocked on the door and Lola appeared.

"Yes?"

"Can I see the bathroom so I can change? I kind of don't want Nicki over there to see."

"I get it," Lola said.

"You're Crystal Princess, right?"

"In the flesh," she said as she gestured her to the bathroom and she went inside.

Two minutes later, Vesuvius stepped out of the bathroom in Bev's place as she smiled and looked at her suit, clenching her fists.

"Man, that feeling's back."

"I get it. And so will our other family when they get here."

"They're coming?" Nicole, now in her Honeybee suit, said as she stepped out and looked back, testing out her artificial wings as they buzzed on her back just from her thought.

"Yeah. Can't have a world-ending crisis without the whole gang after all," Surge said as she stepped into the room as everyone moved to the meeting hall.

"I heard that," a male voice with a strong Texas accent said as they all looked to see a 25-year-old man with brown hair, sky blue eyes and light stubble. He wore a black shirt with a brown cowboy vest over it, black pants with a brown cowboy belt with a gold Lonestar buckle and two pistols in the holsters, brown cowboy boots with spurs on the heels and a brown cowboy hat with a black band with a gold Lonestar on the front.

"Ryker?" Lincoln asked the cowboy as he smiled and rubbed the boy's head playfully. "Good to see you."

"Great seeing y'all too," he said with a smile as he looked to see Vesuvius and Honeybee standing there as they walked up and shook his hand. "Hey, Bev and Nicole."

"Ryker," Nicole said, shaking his hand. "It's good to work with you."

"I'm no stranger to working with criminals... much to my shame," he said, taking his hat off and holding it over his heart before putting it back on and he saw Mr. Cuddles. "You're looking lively, Cuddles."

"Yeah, you can thank our friend there," he said, gesturing to the Omni-Team as Ben walked up to him and smiled, shaking his hand.

"Nice to meet you, sir," he said, shaking his hand.

"Call me Ryker," he said, eyeing the Omnitrixes on the twins wrists. "Nice watches."

"We get that a lot," Ben said.

"Wow," Jen said, eyeing Ryker up and down, impressed. "I've never met a real cowboy like you."

"Yeah, we don't get many of his kind in Michigan," Lincoln said.

"You can thank a time portal for that," Ryker said. "I was born and raised in Texas in the 1880's. A portal of some kind opened up and I was pulled through into this time period somehow. I worked as a bouncer at a bar for a little bit while the little genius here tried to create a time machine to send me back to my own time period... but I got used to this one and I decided to stay here. The L-Crew needs all the help they can get after all."

"You know you're one of the only members who has no powers, dude," Ally said.

"He may not have any powers, but he's one of the toughest guys in town. Trust us," Lynn said, giving her friend a fist-bump.

"So what brings you here?"

"Well, I was doing my rounds of the town and I heard it through the grapevine that a mole in the Dungeon hacked the system for our old friend and released all of our enemies."

"Say what now?!" Lincoln asked as they all widened their eyes.

"Oh, this is not good," Kevin said.

"Martha," Lisa said. "Can you look up the whereabouts of our enemies, please?"

_"At once, Ms. Lisa," _Martha said as the computers showed a large hairy man, a rubber monster and an orange streak among other figures running rampant through the streets as everyone balked at that.

"Honeybee, Vesuvius," Ben said as he turned to the two reformed villains. "You've worked as villains before. You know how villains think."

"He's right," Ronnie Anne said. "You guys are great assets to us right now. Nicole, you wanted to be a hero five years ago. Now's your chance to be a real one."

"We won't let you down," Vesuvius said.

"Definitely won't," Nicole said as the two hugged each other.

"Ooh!" Lisa said as she ran to the lab. "This is the perfect time to break out my new upgrades for the suits. Gwen, Becky, Ally, can you hand me yours?"

The three then took their hero watches off and then handed them to Lisa as she ran to the lab.

"I'll make one for you too, Kevin."

"Don't keep us waiting!" Jen shouted as Lisa left. "Time's of the essence."


	29. Royal Wood Recruits: Part 2

The next day while Lisa was getting the upgrades fully up and running, Ally and Lynn walked into the headquarter's gym area as Lynn flipped a switch to show a small obstacle course that barely resembled the course from _American Ninja Warrior._

Ally looked just a little bit intimidated as she looked on and saw Lynn smirking at her.

"You've gotta be kidding me. You train on this?"

"Yep," Lynn said, flexing. "I may have super strength, but that doesn't always mean stamina. I've got to keep myself in absolute tip-top form for my career and my duty to this city. Why don't you try it out?"

Ally looked to the trampoline and looked at the salmon ladder as she shook her hands and then shouted out as she leaped off the trampoline and grabbed the bar of the salmon ladder, hoisting herself up on the bar and looked to the rungs on either side of the bar and then shouted out as she lifted the bar up and got it onto a rung before she grunted in effort, doing the same for three more rungs as she panted out and then got onto the footrests at the top as Lynn smiled down.

"Not bad for a newbie at this kickboxing game."

"Hey, I managed to tie with Nora Cesaire in Paris," Ally said. "I fight evil, both human and alien, almost every day. Kickboxing pretty much is just an exercise to me."

"Me too," Lynn said as Ally grabbed onto the rumbling dice obstacle, pulling one bar over the other, causing the dice obstacle to move behind her as she shouted out with all of her strength as the dice clanked on the rails overhead and then she swung herself over to the landing pad, groaning out and then collapsed on her back as Lynn smirked and then leaped onto the pad she was on as she smiled and helped out the clearly exhausted Osmosian to her feet.

"Okay, you're good if you train on this everyday," she said.

"It takes a lot of practice."

"Yeah, well I don't want you holding back on me when we fight tomorrow night. I want you to hit me with everything you've got."

"Um, I'll shatter every bone in your body if I do that with my strength. I already hold back enough strength in my normal matches."

"I've got a way around that. I can absorb energy as well as solid materials," Ally said. "For example, if I were to absorb a sample of your energy, I would temporarily gain your super strength and invulnerability. That way when we fight, we'll be on an equal playing ground and it's going to come down to who's better."

"Or who wants it more," Lynn said as the two grasped hands and smirked wildly. "I do love a fair fight. Okay, I'll do it tonight. It'll be an honor to beat you."

"Don't count your chickens before they hatch... Junior," Ally said.

"Hey! Only my dad is allowed to call me that!"

"If you don't like it, prove it in the ring."

"Oh, count on it."

That was when Lisa's voice came on the loudspeaker.

_"Clyde and the L-Angels showed up. Come meet them, family and allies."_

"That would be our cue."

"Who's Clyde?"

"You'll see."

* * *

The group all arrived by the front entrance as Mr. Cuddles opened the door to let in an African-American teenager with a small afro, a blue and yellow-striped T-Shirt and brown pants and black shoes with a wristwatch and black glasses into there.

Lincoln walked up to him and smiled as the two shared a bro-hug and smiled.

"Hey, Clyde," he said as Ronnie Anne walked up and punched him in the shoulder.

"Hey, Lincoln," he said as Ben and Jen walked up and smirked.

"You must be Clyde," Jen said, shaking his hand. "Hi. I'm Jen."

"And I'm Ben. We're the Omni-Twins."

"I heard you guys were in town. What's going on?"

"We'll tell you later," Nicole said, walking in with a smile.

"Yeah. Don't want to leave everyone out of it," Bev said, punching her girlfriend in the arm.

"What are Vesuvius and Honeybee doing here?" said a gothic voice as five other girls walked in, crossing their arms.

"Oh, hello," Becky said as she and Gwen came up to meet them.

The leader had tan skin and black hair in a short cut with a white shirt that showed her midriff with a red star on it as well as a black skirt. She wore white knee socks and blue sneakers and a black wristwatch.

The goth girl of the group had deathly pale skin, purple eyeshadow and long black hair that covered her right eye. She wore a deep burgundy dress that went around her legs and a black choker with a skull on the center. She had burgundy fingerless gloves on and a skull belt around her waist with a collapsible pole in it.

The Asian girl in the group had a pink shirt on with the sleeves cut off, a pink headband and two piercings on her ears. She had black shorts on with black combat boots and a metal bracelet on each hand.

One girl had black hair with a purple streak and three piercings on each ear. She had a black and white striped sleeveless shirt under a black jacket as well as a pink plaid skirt and heavy white boots and a guitar strapped around her back.

Finally, there was a girl with red hair and a yellow blouse with blue jeans and a black bracelet on her wrist and yellow flats.

"New members we didn't know about?"

"We're actually a subdivision of the L-Crew," the leader said. "You've heard of Charlie's Angels, right?"

"Yeah?"

"Well, we're the L-Angels," the red-haired girl said. "Pleased to meet you guys. I'm Paige Brady. But on the field, my code name is Gamer."

"Haiku Jones. Code name: Reaper," the goth girl said with a curtsy of her dress.

"I'm Ronnie Anne's best friend Sidney Chang. But I go by Sid," she said, shaking Gwen's hand roughly. "My code name is Beast."

"I'm Tabitha Prince," the rocker girl said with a thick British accent. "But you can call me Tabby. Code name: Cherry Bomb."

"And I'm their leader: Stella Green," she said. "Code name: Sharpshot."

"I'm Gwen Tennyson. Code name: Lucky Girl" she said. "This is my sister Rebecca."

"Call me Becky. Or my code name: Huntress," she said, shaking Stella's hand.

"Well, we know what you're all about," Sid said. "And you, Gwen?"

"All magic all the time," she said as she summoned two mana orbs around her fists and then smiled as she juggled them before dispersing them.

"Wow. So you're a meta-human?"

"Not exactly," Jen said, stepping up. "Just half-human and half-Anodite. We control life energy or mana."

"You will be working with the L-Angels as we round up the bad guys," Lincoln ordered.

"Roger."

Lisa then walked into the room with a proud smile and she wiped off her brow.

"Okay, Lis," Lincoln said. "What are these new upgrades you were talking about?"

"I figured that in the five years since we became the L-Crew, not only have we been getting stronger, but so have our villains. Maybe we need a little bit of extra protection. So, I got to work in a little while and I created these puppies."

She pressed a button on her remote control to reveal armored suits that resembled the twins' Omni-Suits, but in the L-Crew's own styles and colors resting in the glass pods on the mannequins inside.

"No way!" Lincoln said, admiring his own orange suit inside as Ben and Jen scoffed and rolled their eyes with a smile.

"Plagiarist," Ben said.

"Yes, I may have taken inspiration from your suits, but that's all it was. Inspiration. It's not even in your style," she said. "I also just took the liberty of upgrading the same technology into Gwen, Becky and Ally's suits too. And I even decided to make one for Kevin for good measure," Lisa said.

"What? Why?" Kevin asked.

"I figured you needed to keep your identity safe somehow."

"And maybe a hero name." Lincoln said.

"A hero name?" Kevin asked.

"Well you can't just walk around naming yourself Kevin." Lincoln pointed out. "Not to mention both Armor is taken by Bobby and Asborbing man belongs to Marvel."

"Fine," Kevin said as he put his finger on this chin and smiled. "How about Absorber?"

"Um, you know that was the name of that akuma that we fought when we were in Pairs, right, dude?" Ben asked.

"Yeah. But I'm giving myself his name to spite Hawk Moth. What better way to disrespect the guy than to take that akuma name and turn it into the thing that he despises most?"

"Well, when you put it that way," Jen said with a smile as she crossed her arms. "Allow me to officially welcome you to the Omni-Team... Absorber."

Lisa then stepped up and handed the watches out to the main L-Crew members and handed Gwen, Becky and Ally's back to hers and finally handed one to Kevin, though theirs had the hourglass symbol that their Plumber badges had on it rather than the L-Crew's logo.

"Martha, show us the files on what villains escaped?" Lincoln asked.

_"At once, Lincoln."_

At that, on the L-Computer, several files of supervillains and monsters popped up in an organized line as Becky's eyes gazed onto one particular man in the file.

Becky crossed her arms and nodded when she saw the file on Xander Marxly as Lana stepped up to her and scoffed.

"Nice guy, eh?" she asked sarcastically.

"Xander Marxly," Becky said. "He was a big inspiration to me as a kid. After we came home from vacation, I watched his shows read his books on hunting techniques, I've been to his websites, I learned most of what I learned from him. But after hearing about you guys going against him when he came here to hunt you, he's an insult to hunters everywhere."

"You say that as someone who calls herself Huntress?"

"That's the thing. I'm a hunter, he's a poacher. There is a huge difference" Becky explained. "Poachers hunt for money and sport. Hunters hunt for their own survival."

"Like a true animal would do," Lana said, punching the teen hunter in the arm. "That's what I like about you."

"Is that that Rubbor thing that you talked about with Petty?" Ally asked as Petty nodded to her.

"Don't call him Petty's dad, please," Sid said as she pet Tongri as he purred up to her.

"Where are the others?" Bev asked, raising an eyebrow.

"Lori's not just a golf player, she's also the manager of our dad's restaurant," Lola said. "Bobby still works at the bodega and lives with her in their apartment, I got a report that Luna and Sam's band just left Detroit and are heading here and Luan just got back from her comedy tour. They'll come right smack dab in the action."

"Nice," Kevin said as everyone got ready.

"Let's do this, people," Ronnie Anne said as the L-Crew pressed their watches and instantly transformed into their hero outfits as Ben smiled. "Love your new looks."

"We outgrew the old suits, so, yeah," Crystal Princess said as Ryker spun his pistols, ready to hit the road as the L-Angels got changed into black outfits with other modifications to fit their themes better, Reaper pulling a hood over her head and flinging her black cloak so it would flow like a cape by her.

"Ready for this?" Firecracker asked the Omni-Team as they turned on their suits.

"We're ready, are you ready for your new upgrades? Because the suits were originally our designs," Jen said with a smile.

"You bet we are," Surge said as Kevin pressed his watch for the first time and transformed into his hero suit. His suit consisted of a black and grey armored shirt with long sleeves, baggy ripped pants, black fingerless gloves and heavy grey combat boots. He also wore a Lone Ranger-style mask on his head to disguise his identity as he smirked and rolled his fist.

"I'm not much of a costume guy, but..." Absorber said.

"Get used to it, bro," Matter Girl said. "Your identity is your most valuable possession. You have to protect it."

"Wait," Sharpshot said as she nodded to Prodigy and took a quiver full of different types of arrows out and tossed it to Huntress, who caught it by the strap. "You're going to need this for the future."

"More arrows?" Huntress asked.

"Not just any arrows," Prodigy said. "These are several types of trick arrows that do many different things. I originally developed them for Sharpshot here, but I always keep a second set for her just in case."

"But I already have my arrows."

"Not these ones," Sharpshot said. "Trust me."

Huntress nodded and emptied her old quiver into the new one and attached it on her utility belt. leaving her with a countless amount of arrows that surprisingly didn't hinder her weight at all.

"Not bad," she said, looking it over. "Should I give this back when this is over?"

"Keep it," Sharpshot said. "Lisa always makes backups."

"Consider that quiver a memento for you to take home."

"Thanks, I guess. Can't wait to see how these things work."

"To the L-Charger?" Parkour asked.

"To the L-Charger," Prodigy said as most of the others filed into the 18-wheeler (except for the ones who could fly and Firecracker since he was the only one with a driver's license.)

The garage door opened up and the crew smiled as Lana looked to Ryker and smiled as she transformed into a horse and Ryker got onto her and smiled as he got onto her and kicked her flanks.

"Saddle up!" he said as they ran out of the door as Ben and Jen transformed into Jetray and AeroForce and flew out as the L-Charger and Surge followed them into the city.

* * *

Through the chaos that was happening in the city, the 18-wheeler screeched to a halt as everyone, reserve members and all, walked inside and regrouped as the twins changed back.

Sharpshot wore a black t-shirt, black pants, black running shoes, a pair of fingerless gloves with a red star on each glove, a black mask over her eyes and on her back is her quiver of different kinds of arrows and her bow.

Reaper wore a black bodysuit with a cloak and hood and on her eyes was a black mask. On her hands, she had black gloves with pictures of skulls on them. And on her back under the cloak's cape was her foldable scythe.

Cherry Bomb wore a dark purple suit with a darker purple jacket with spikes on the shoulders over it. She had black leather gloves with spikes on the knuckles, black boots and sunglasses. On her back was her axe-guitar.

Gamer wore a dark gold coloured suit with white stripes on the side, white combat boots, dark gold and white fingerless gloves, and yellow-tinted goggles as well as her gamer pack on her back and her blasters in two holsters on her belt. She looked like a combination of Tracer and Cable.

Beast wore a silver one piece suit with her battle claws on her wrists, silver gloves and boots, and a silver mask over her upper face that resembles a wolf.

"So, we split up for this one?" Firecracker asked.

"Duh," Omni-Pink said as she adjusted her gloves and smiled.

"Okay, there's a lot of villians out here right now so we're going to need to pick our targets carefully. Split up in all directions so we can cover ground quicker," Omni-Green suggested.

"Whatever you say, special guests," Parkour said.

"Let's do it," Beast said as she slipped on her gauntlets which morphed into massive metal claws.

"Time for them to feel the wrath of the Reaper," Reaper said as she took the pole off of her belt and pressed a button, flicking it open into a scythe as she rested it over her shoulder.

Cherry Bomb smiled and took out her newly upgraded axe and rested it over her shoulders and smiled as she played a few strings on it.

"Time to see what these new upgrades can do," she said.

"Trust me. I've got a form that you and Amplifier are going to love when she gets here," Omni-Pink smiled.

"Get ready for Gamer!" she said, spinning her blasters.

"You're not gonna shoot better than me, kid," Ryker said, pushing up his hat with his gun and he smirked.

"Hey, Huntress," Sharpshot said as she took out her bow and flicked it open. "Let's see who's the better shot with the bow between us."

"Let's do it," Huntress smiled as she and the others smiled.

"The others should get here within the hour. Let's do this thing!" Firecracker said as Prodigy opened the door and everyone ran out and split up into different directions, some teaming with others.

* * *

The Omni-Twins ran away towards Gus' Games and Grub and Omni-Pink rubbed her hands as she looked to her brother, uncertain.

"Okay," Omni-Green said. "We're in a place we know little about against a ton of villains we've never seen. But that's no reason to panic."

That's when they heard a sharp growling above and they gasped as they looked to see a giant wolf creature growling above them with a piercing glare.

He had a large _hulking_ figure with light brown fur all over his body. He had sharp black claws on his feet and hands and a short snout with a black nose and a mouth filled with sharp teeth and two wolf ears on his head and a long tail. He only wore tight blue jeans and no shirt. He then let out a loud howl towards the twins.

"_That's _a reason to panic!" Omni-Pink shouted as the wolf creature growled and leaped off the building before bounding towards them.

"Mmm. Fresh meat," he growled. "You guys can't hide. Not from Rampage!"

"Bring it on, dude," Omni-Green smiled. "We've dealt with a wolf way worse than you."

He then shouted out as he slammed his core down and transformed into...

"Swampfire!"

Jen did the same, transforming into...

"Titanosaurus!" she roared.

"Bring it on!" Rampage growled as he ran forwards and they started brawling as Titanosaurus grabbed his paws and started struggling from his intense strength as he smirked towards her and sliced her shoulder with a kick as he smirked and she glared before she whacked him with her powerful tail and he was sent flying back into the grip of Swampfire's vines as he then sent out a cloud of methane that he then ignited as he groaned out and slashed through the rest of the plants as he growled to them.

"You and your friends can't beat all of us together!" Swampfire shouted as Titanosaurus grew upwards to her 60 ft state and roared sharply to the human-wolf mutant as he screamed like a little girl at the gigantic dinosaur before him before he fainted from shock.

"That was easy," Titanosaurus said as she and her brother transformed back to recharge the Omnitrixes for a bit.

"Guess he's never seen anything like Humungousaur and Titanosaurus before."

Prodigy then levitated over to them and smiled as she took out her cuffs from her pouch and hooked them onto Rampage's paws.

"That'll hold him. Martha, get the police into the city to round up the criminals we catch today."

_"I already have, Ms. Lisa."_

"How's it going with your team, Lis?" Ben aksed.

"Just fine," the telepathic heroine said with a smile. "Getting all the guys we can."

* * *

The camera panned to the rooftop to see Huntress shouting out as she rode on Tongri's back as he bounded forwards with Wildgirl in Cheetah form as she they ran forwards.

"Careful Lana," Huntress said as she held on to Tongri's nape as he ran forwards. "I'm not used to this kind of speed. I am a regular human after all."

"You're the hunter, lady," Wildgirl said to her as she ran alongside Tongri. "I'm just the animal shapeshifter that you're supposed to hunt."

"I'm not like Xander! And today, the hunter is going to become the hunted!"

They continued on the rooftop as they saw a rather tall muscular man fair skin with long black hair that went to his neck and a black goatee. He was wearing a sleeveless jacket with fur along the neck, camouflage cargo pants with combat boots. He also had a machete hanging from his waste and gun on his back as he grinned at them.

"We meet again, Wildgirl," Xander Marxly said with a smile as Tongri growled savagely as Huntress got off of his back and took out her spear and aimed it at the evil hunter as the three stared.

"I wish we could've met under better circumstances, for you were a big inspiration for me" she said. "That is until I found out how truly evil you are. I'm Huntress. And you're our prey."

"And mine," Wildgirl said. "It's payback time for all the wrong you caused me."

Xander smiled and took out his machete as the three stared him down and Huntress aimed her spear at them.

"So, you try to take my motif, pup?" Xander asked.

"No. I'm more of a hunter than you will ever be. I don't hunt for sport."

"Then let's see who's the better hunter," he said, spinning his machete.

"Bring it on."

Huntress gave out a war cry as she and Wildgirl pounced him as he ran forwards and parried Huntress' spear blows as she groaned with each one of his blows as she Tongri ran forwards and tried to get him with his powerful claws only for him to punch the tiger in the face and kick him back as he skidded next to the edge of the roof.

Wildgirl morphed into an bison and then snorted out as she charged forwards, slamming into Xander as he grabbed her horns and then pushed back with all of his strength as he shouted out as Huntress ran behind him and then nailed him with a sharp kick to the back as he shouted out and Wildgirl managed to push him back with a headbutt and then Huntress backflipped as she smiled.

Xander glared as he took out his shotgun and blasted on the three as they gasped out and scattered as Huntress hit the ground as he stood in front of her.

"Okay," she said, her eyes gazing on her watch. "Time for that upgrade Lisa mentioned."

She pressed the button on the watch and then her body was coated in a bio suit with the same patterns as her default hero form and a large wolf's head on the chest and claws on her hands and feet as she smiled as she looked herself over and her head was encased in a helmet with a wolf's teeth pattern next to the visor.

"Okay, she's officially outdone herself," she said as Wildgirl turned back to her human form and smiled.

"Let's see how mine looks," she said as she pressed her watch and then she was coated in a similar striped blue biosuit to her own with clawed hands and feet and a long metallic tail on her rear that could be used as a whip. "Sweet!"

"So, you have new strengths, huh? Well it matters not. Bring it on!"

Huntress shouted out as she started slicing forwards with her spear, this time with greater strength thanks to her upgraded suit as she then nailed Xander in the face with a punch and then flipped back as Wildgirl growled and nailed the hunter with a hit from her tail, tripping him up.

On the building rooftop opposite them, unawares to Xander, Sharpshot was examining them slowly with her bow aimed and an arrow drawn with a focused look upon her face as she aimed for ander.

"Hold still guys" she said to herself, drawing in a deep breath as Xander shot his gun towards them.

The shell didn't hit anything thanks to the new armored bio suits but it did knock them back towards the edge of the roof as Tongri recovered and he smiled.

"You think you could take on the great hunter Xander Marxly?" he asked to them, aiming for Huntress' head. "You're just a mere child. You're not even fit to shine my boots. And facing me will cost you dearly."

That was when Sharpshot closed her eyes and then shot her bow forwards, sending an energy arrow outwards that knocked Xander's gun out of his hand as Huntress recovered and got back on to her feet, leaping up onto her feet as she and Wildgirl ran forwards and gave him a dual hit to the face, knocking him down as Tongri growled and pressed Xander down with his paws, snarling sharply.

"Alright, Stella," Wildgirl said as Sharpshot nodded and then ran to another area.

"Go on. Finish me."

"Let him go, Tongri," Wildgirl ordered as she and Huntress deactivated their bio suits. "He's not worth your anger."

Tongri purred disappointedly as he backed off and Wildgirl gave him one last punch to the face, knocking him out.

"Take him to the cops, Lana," Huntress said. "I need to see what's else is up."

"Me and Tongri will meet you and the others later."

Huntress nodded and then ran off towards another area.

* * *

Meanwhile Matter Girl plugged her wireless headphones into her ears and turned her phone on to her song as she revved up her motorcycle and glared as Parkour, Beast and Vesuvius stood beside her as she smiled.

"Is now really a good time for your music MG?" Beast asked.

"Hey, I struggle with anxiety sometimes, especially during superhero business," Matter Girl said. "The music helps me calm down."

"Then let's go," Parkour said as she leaped broke off into a run and Vesuvius followed her as Matter Girl broke into a race with her bike, turning on the song "Make Way" by Aloe Blacc and flipping her long raven locks back.

They looked up and saw a large rocky monster similar to Stoneheart from Miraculous Ladybug roaring through the streets as Matter Girl skidded her bike to a stop and then smiled as Parkour looked to her.

"That's my archnemesis Esteban. Or as he's known now, Tremor. He was always a bully."

"He's no match for us though," Beast said, baring her claws as Vesuivus cracked her knuckles and she gave out a sharp whistle, catching Tremor's attention.

"Hey, rocky! You want a fight? Try us on for size!"

Tremor shouted out as Vesuvius jumped up and then gave out a ground pound that sent a blast of lava outwards that blasted straight into Tremor, sending him back as Matter Girl ran in and then absorbed Tremor's boulder-like skin, morphed her hands into hammers and slammed them into his head, knocking him back.

"Now me?" Parkour asked.

"Wait your turn. Let the guests have a turn," Beast smirked as she ran forwards and sliced his legs with her ultra tough claws, sending him back as he glared.

"You guys will pay for that!"

Tremor charges towards Vesuvius as she prepared her powers, but all of a sudden a war cry was heard and Parkour landed from her leap and hit Tremor's face with a right hook, when his vision clears he sees his archnemesis.

"Hello Lynn." Tremor growled.

"Esteban," Parkour returned before she flew forward and both grabbed each other's hands in a power struggle, evenly matched as they started to push each other back, Lynn's heel leaving the ground as she growled to him.

"What's the matter? Feeling a little burned out?"

"Not at all, dude. In fact, I'm all fired up."

She then broke the hold and then charged forwards, kicking his legs with a sweep thanks to her super strength, knocking the golem down as he roared to her.

"Okay, you're tough," Tremor admitted. "But try to stop this!"

He then roared outwards and he gave a pound to the ground, sending a rock wave outwards that caused Beast and Matter Girl to gasp in horror as it headed straight for them.

Suddenly, Honeybee saw her girlfriend's distress and then flew downwards as she shielded them, her gauntlets generating out a yellow shield in the shape of a honeycomb, blocking the rocks that headed towards them as Vesuvius came in and then pressed her fists against the rocks, causing them to melt down into magama and then she shouted out, sending her hands outwards, sending a burst of magma outwards to Tremor, sending him flying back.

"Nice, girls!" Beast said as she leaped forwards and sent out a flurry of claw swipes outwards to Tremor, causing him to roar out in pain from the swipes as he glared.

"Time to upgrade," Parkour said as she pressed her watch and her suit transformed into her new armored suit.

It was mostly the same with a red color with black outlines and a large "1" on the chest and heavy gauntlets and boots.

"Let's see what mine can do," Matter Girl said as she pressed her watch and then her watch sent out the material outwards to coat her in a form fitting blackish-grey armored that had a white utility belt with several pouches on it. The only exception was the lack of armor on the arms so she could use her power. "Sweet."

"Let's double-team him!" Parkour said as she leaped forwards and sent out several fast punches that cracked Tremor's skin as Matter Girl ran forwards, grabbed Tremor and then absorbed his rocky skin and morphed her fists into giant versions of themselves.

"Ready?" she asked.

Parkour nodded as the two girls ran forwards and then delivered a dual uppercut to Tremor's jaw, sending him sprawling backwards into a concrete building, knocking him out.

Honeybee then flew forwards and sent out a blast of her sticky honey-like substance, gelling Tremor to the street with it as she smiled.

"He won't be going anywhere anytime soon."

"Long enough for the Dungeon to recapture him," Parkour said as she and Matter Girl dissolved their armor. "I'm still totally beating you tomorrow."

"Don't count on it," Matter Girl said as she got on her motorcycle and drove away as the others all ran off, Vesuvius and Honeybee sticking together.

"We'll see."

"So this is what it's like to actually use my powers for someone other than me."

"How's it feel, hon?" Honeybee asked.

"It feels... right somehow. Like it's what I was meant to do with them."

"I wanted to be a hero when I first became Honeybee," she said. "But I went about it the wrong way. Now I'm one for real."

"So, is this as good as you thought it would be, Nicki?"

"No, Bev... it's much better!"

* * *

Crystal Princess and Greenthumb looked as Lucky Girl and GamCherry Bomber stood by their side as they snuck behind a large oak tree and looked to see an eleven year old girl with red hair and a sound-amplifying helmet and gauntlets on her walking towards them.

"That's my archnemesis Lindsey Sweetwater, aka Sound Diva. Are you sure about this, little sis?" Crystal Princess asked her youngest sister.

"Trust me," Greenthumb said. "Everything's under control."

"That's what they said on the Titanic," Lucky Girl remarked.

"Let's just take down Sweetwater." Crystal Princess said.

"Wait," Cherry Bomb said as she looked down the line to see a giant rubber monster coming towards them and she nodded. "It's Rubbor. I hope that Luna gets here soon."

"Yeah. Lincoln and Lucy have a plan to help her take him down," Greenthumb said.

"What's the plan?" Lucky Girl asked. "You'll see."

Greenthumb then sent her glowing hands out and a vine grab Sound Diva and shook her around but Sound Diva fired a sound wave from her guantlets destroyed the vine.

"You need to work on your new moves Greenthumb." Sound Diva said. "I know you're only six, but come on!"

"How's this for new moves?!" she heard as she saw Lucky Girl standing there with Crystal Princess by her side and she cracked her joints in anger.

Lucky Girl shouted out and brought her hands together, sending a mana blast forwards that slammed right into Sound Diva, sending her crashing back.

"I never did like the prim and prissy girls. No offense, Lola."

"None taken."

"No matter. I can take you both down." Sound Diva said as she fired a sound wave towards the two, but Matter Girl and Crystal Princess managed to dodge the blast as she glared.

"You can't beat me," Sound Diva chuckled madly as Lucky Girl put her foot on her and she, Crystal Princess and Honeybee glared at her. "I'm the greatest princess-"

Crystal Princess got a massive hateful look in her eyes before slapping her across the face.

"You may be a diva, but you're no princess!" she said. "Princesses are kind! Princesses care about others! Princesses are supposed to stop suffering, not cause it!"

That was when Honeybee showed up again along with the twins as Ben nodded to Jen and then gave out some hand signals to see the plan.

"You're nothing but a spoiled brat who doesn't care who she has to step on to get what she wants!" Honeybee said to her, sending out some missiles that Sound Diva overloaded with her sonic screech.

"You're a traitor Nicole!"

"I'm no traitor, Lindsey! How can I betray you when I was never truly on your side? I'm not evil! I was never evil! I only joined you guys because I wanted revenge on the L-Crew and I figured out the truth! I was fighting for the wrong side."

"You will rue the day you crossed me." said Sound Diva.

"Oh shut your pie hole!" Honeybee shouted as she knees Sound Diva in the face as she smirked and rubbed her lip, seeing some blood.

"You really think some petty insults are going to stop me?" Sound Diva asked. "Words will never hurt me."

"What about sticks and stones?" said a British voice as they saw Jen as Rockette run forwards and slam her own shockwave forwards that knocked Sound Diva away as Ben as Jetray flew in and then blasted her with his neuroshocks.

"Ah!" she shouted as Greenthumb gave out her hands, wrapping her up in vines as Crystal Princess encased her body in pink crystals, trapping her.

"Hey! Let me go!"

Honeybee then glared as she used her honey to gel her mouth shut, rendering her unable to speak.

"That's enough sound out of you."

"Good riddance to bad rubbish," Cherry Bomb said, slicking her hair back as she looked to see her friend's archenemy and ran forwards and jammed on her guitar, sending a soundwave forwards that knocked Rubbor off his feet and he glared at her.

"We're here!" they all heard as they saw Firecracker and Black Ice racing towards them, anger clear in their eyes as they fired a combo fire-ice blast at the giant rubber monster, knocking them out of the sky as they landed on their feet, sliding back.

"That's it! No more holding back!" he shouted as he grabbed Jetray in one grab and then tossed him directly into Honeybee, knocking them both down into a tree.

"Ow."

He roared as he saw a flash of lightning in the sky and got a bit of a concerned look on his face..

"What's wrong?" Rockette asked. "Scared of a little lightning?"

"I'm not the biggest fan of what follows."

"Then you won't like what's to come," said Lucky Girl with a wicked smirk.

Then a sound wave hits Rubbor in the face and it wasn't one of Sound Diva's, Lucky Girl looked up and sees Amplifier floating down, now sporting a faux hawk hairstyle. "Glad to be back in the town that started it all." She smirked.

"So where's Genarocker?" Cherry Bomb asked.

"She's on her way," Amplifier smirked as she cracked her knuckles and saw Rubbor as Firecracker and Black Ice looked to each other and nodded as Jetray flew Rockette closer to them.

"Now!"

"Oh... I get it. Water and lightning!" Rubbor realized.

Amplifier's eyes glowed cyan blue as the lightning danced along her fingers and she smiled.

"You've been thunderstruck!"

She blasted out her lightning to Rockette's guitar as she started playing AC/DC's Thunderstruck on it with a grin towards Rubbor as the lightning danced along her guitar, super charging it.

"Oh crap, this is not going to end well," Rubbor said in fear.

Rockette fired a powerful electric charged soundwave, instantly shocking the water from the ice-fire combo and it violently shocked him, even despite his rubber body which sent him crashing down as she smirked and spun her guitar.

"Love this form, Jenny," Amplifier said with a smile.

"Sorry, Lunes," Rockette smiled. "I don't generally do duets."

They didn't notice a few footprints behind them as a lizard-skinned man appeared in the bushes and then chuckled to himself. This, obviously, was the notorious villain Camo.

"Perfect," he said. "I'll sneak up on them when they're not noticing and then-"

That was when he felt a sharp pain in his leg and he immediately doubled over in pain as he looked behind him to see Ryker walk up, holding a pistol in his hand that he blew the smoke off of, sharply smiling.

"Kill them? Not in Ryker's town, you're not."

"How did you?"

"You can thank me for that," Prodigy said as she walked up and smirked. "Your camouflage powers are basically useless against my telepathy. I can pick up your thoughts from a mile away, invisible or not."

Camo then lifted his tail up and then swatted Ryker back with it as he flew back, kicking up the dirt before he laid a hand on his hat to stabilize it as he turned to prodigy and nodded as she glared at the lizard man and she lifted herself and several rocks off the ground in a green aura. She then shouted out as she closed her fists, breaking the rocks down into tons and tons of little pebbles and then shot them all at Camo as he ran for it and ducked under her pebble bullets, a few getting him in the shoulders before he leaped forwards and then grabbed Lisa and bared his sharp claws.

"This is going to hurt you more than it hurts me, little girl."

"How about neither of us gets hurt? Is that an option?"

"Let the girl go, scales," he heard Ryker say as he pointed both of his six-shooters at him, glaring.

"You're not really going to hurt me."

To make a point, Ryker then blasted one of the guns into Camo, getting him in the tail and he shouted out in pain as Prodigy sent out a telekinetic bolt and he was sent flying away from her and he tumbled into the grass before he ran forwards and bit Ryker in the shoulder, causing him to shout out in pain as he then pried him off and then glared as Camo vanished from sight.

"How are you going to beat me if you can't see me?"

Ryker held his hurt shoulder and closed his eyes as he sighed out as Prodigy walked over to her friend as he glared and held out his guns.

"Go with your gut," she said to him as Ryker looked down at the blades of grass lining the park they were in as they started to settle a little bit as if footsteps were on them.

"That's it," he said as he blasted both of his revolvers right into Camo and he was sent flying back as he glared at the cowboy as he then took out his lasso from his side and twirled it around, wrapping it around the lizard man's body and sending him tumbled to the ground.

"You just got wrangled, partner," he said, tipping up his cowboy hat as applause was heard from behind him.

"So, took down my invisible rival, huh?" said a familiar voice as Ryker and Prodigy looked behind them to see Miss Appear live up to her name, becoming visible with Aroma stuck in a yellow forcefield, hovering off the ground as Lynn and a few of the others came in with a smile. "Hey, everyone! Luan's back!"

"Hey, Luan," Omni-Pink said, shaking gloved hands.

"Jen, Ben," she said, smiling.

"Still mad at us for not being there during that invasion you guys went through, huh?" Ben asked, rubbing his head in shame.

"Eh, forgive and forget. It was years ago. Plus, you guys are heroes too. You have your own business to take care of on the West Coast."

"You got that right!" said a voice as they looked to see Kevin in his Absorber outfit walk by, dragging Sound Diva over his shoulder, collecting her from the previous battle as he looked to Miss Appear and shook her gloved hand. "Kevin Levin, nice to meet you."

"Luan Loud. I've heard of you from your sister."

"Word gets around, huh?"

"Yep."

Firecracker landed and hugged his returning sisters.

"Where are the others, guys?"

"From what I can tell, Speed Queen's running around looking for Johnny Speed, Multiple Girl is... well, everywhere helping our friends around town and Armor is currently battling with Stretcher," Amplifier said.

"Where's Climate and Nuke? As far as I can tell, those guys are the only escaped criminals left that we haven't rounded up so far since Hydro wants to rot in jail for the rest of his life."

"On the move as far as I can tell," said Surge as she floated down to them with a struggling Payback in her hand as she tossed her into the forcefield along with Camo and Aroma. "They're definitely the toughest of them."

"Luckily, we've got an alien in our arsenal that can take this Climate guy on easily... that is if we can get it to cooperate with us," Omni-Green said as Omni-Pink gasped.

"We said we would only use that form as a last resort, bro!"

"I think that this qualifies."

"Touche."

Lucky Girl then took a look at Amplifier's new look and chuckled to herself. "Hey, Luna. Has anyone ever told you that you look like Miley Cyrus with that haircut?"

"I am a wrecking ball, so watch out," Amplifier said, raising an eyebrow as Kevin shook his hand, indicating a burn mark as the two new recruits walked up as Honeybee shook her hand.

"Hi," she said. "Remember me and Bev, Luan?"

"I remember, alright," she said.

"Don't try to put us back. We're fighting with you this time," Vesuvius said. "We want to help put these criminals in a way because... well..."

"What my girlfriend is trying to say is that we want to make recompense for what we did in the past. Isn't that right?"

"What she said."

"Well, okay," Amplifier said, eyeing the two suspiciously. "I still don't trust you two though."

"You don't have to. Just fight with us this time."

"Deal," Miss Appear said as the two pairs of girls shook hands as the group all got on a serious look.

"Let's break now!"

Everyone took off at that point before Matter Girl quickly shot a look to Miss Appear.

"By the way, Luan. Maggie says hi."

"Wait, what?!" Miss Appear asked as Matter Girl winked and ran away. "You know Maggie?! Wait for me!" she shouted as she left the detained villains hovering in the forcefield to be taken away by the cops as by as Payback pouted as Aroma turned to her with a glare.

"So, what have you done lately?"

"Shut up."

* * *

**Okay, i had every intention of making this crossover only two parts, but things just got too big and I don't want to keep you guys waiting anymore. So, three parts it is, I guess.**

**Oh, and thanks to Bright on Ideas for living up to her name for Kevin's hero name and the name of Jen's clone.**


	30. Royal Woods Recruits: Part 3

"Hurry up!" Parkour shouted to Vesuvius as they ran forwards through the streets. "We have to get to Squatch before he causes too much destruction!"

"I'm going as fast as I can!" Vesuvius said with a shout. "And would it kill you to say please?"

"Hurry. Please," Parkour said impatiently through gritted teeth.

"Was that so hard?" Vesuvius asked, raising an eyebrow with a smirk.

"Shut up and let's get Squatch!" Parkour said.

"Fine!" Vesuvius said as she rolled her eyes. "He won't get far!"

She then looked forwards to see the giant ape man wrecking everything and then she shouted out as she leaped up into the air before slamming her fists against the ground to sent a fissure upwards that sent a fountain of magma up in front of Squatch, blocking his path as he growled outwards and saw the geyser in front of him as he looked to see the two teenagers in front of him as Parkour cracked her knuckles.

"Long time no see, ape," she said. "You may have met our new friend, Vesuvius."

"'Sup," the magma princess said with a frown as Squatch glared.

"I'm not going back to that hellhole Dungeon!"

He shouted out and ran forwards to attack them and they braced themselves for battle, only to find his fist blocked by a giant blue mechanical fist. His eyes widened as he saw the new hero before him.

She had short light blue hair in a rocker cut and piercings on her right ear with teal blue eyes. She wore a light teal bodysuit with dark teal fingerless gloves and boots with blue goggles with teal lenses. She glared as she used her giant fists to knock Squatch back as she glared.

"Samantha," Squatch said, getting back up.

"Uncle Mike," Sam, or Genarocker, said as she cracked her neck joints.

"Hi, Sam," Parkour said as she smiled.

"Hey, Lynn. I heard it through the grapevine your old friends are in town today," she said, taking her attention off her uncle. "Made amends?"

"They're not the only ones they made amends with," Vesuvius said with a smile as she punched her arm.

"Vesuvius? You're working with them now?"

"Yeah, and Nicki too."

"Awesome. Now, back to business," she said before shooting her head to her uncle.

"Sweetheart," Squatch said as the rocker girl approached him. "Let's talk about this. You wouldn't hurt your own uncle, would you?"

"You and Uncle Johnny were never there for me or my siblings," Genarocker said, generating a large sword from her right arm. "You've caused countless trouble all around Royal Woods, you've hurt my friends, and worst of all, you killed the father of one of my friends. We may be related by blood, but as far as I'm concerned, we are NOT family!"

Genarocker then shouted out in all her pent-up fury as she started swinging her sword arm wildly as Squatch avoided her strikes and swipes as he tossed a rock at her that she simply cut clean through as the two halves fell to the floor. He then shouted out as he grabbed the sword before she grunted as she morphed her foot into a large mechanical version of itself and kicked him straight in the head, knocking him back before she righted herself by activating her jetpack to stabilize herself before she landed.

"Well, we have something in common," he said as he got up and wiped his lip. "We both hate your father."

"No," Genarocker said, grabbing him by the collar in silent anger. "I don't hate my father. He may have been a criminal in the past, but at least he was around for me."

"Okay, low blow. Blame my other partner, he killed that cop. We had to lay low," Squatch said.

"Hard to lay low when you look like a giant walking hairball." said Genarocker, cracking her large mechanical knuckles.

"You got this, Sun?" Amplifier asked as she zapped by her.

"I could do this all day, Moon" she smirked as she shifted her arms into a cannon as the back grabbed a large rock and launched it towards her uncle, sending him stumbling back as she smiled to herself before shifting her hands into their giant fist forms. "This is for you, Dad."

But before she could do anything, she heard a zooming noise from above and looked to see the 22-year-old Carol Pingrey or Cybergirl (formerly Carolborg) shout out as she blasted forwards two blue energy blasts from her palms that opened to reveal blasters that hit the large ape man as he was hit and stumbled back as she touched down next to Genarocker and smiled with a nod.

"Cybergirl? What are you doing here?"

"We robot girls have to stick together, right?"

"You're technically more of a robot than I am, but I see your point," Genarocker said as the two looked to see Squatch roar as they glared and Cybergirl generated an energy blade from her left arm, holding it in front of her as she and Genarocker ran forwards and gave a dual uppercut to the head and Squatch glared and ran forwards before giving a massive clap, sending a shockwave forwards that sent the two back before they righted themselves as Cybergirl skittered on the ground with a pant.

"Okay, you're tough," she admitted. "But try to stop these!"

She shouted out and shot her fists forwards, sending missiles forwards from her joints and shoulder sections, blasting Squatch back as he roared in pain and anger as Genarocker leaped off her shoulders and ran forwards before bringing her big sword forwards and slamming it down on him as he groaned out as the two mechanical-powered girls high-fived as Genarocker backflipped off.

Squatch panted, overwhelmed by the two girls as they stood before him.

"You think this is over? Me and Johnny will escape again. We always do!"

"Chill out, dude," a voice said as Squatch was suddenly frozen with an ice blast as they rose their eyes to see a blue and yellow version of the War Machine armor appeared and touched down before lifting the face mask to reveal Clyde or Eagle Eye in his armor. "Hey guys."

"Perfect timing, Clyde. As usual," Cybergirl said with a smile as she and Genarocker both gave a fistbump.

"Glad to see you're back, Sam," Clyde said. "Lovely to see you as well, Carol."

"Thanks."

"Where's the others?"

"Absorber is currently with Armor and Multiple Girl at Flip's Food and Fuel fighting against Stretcher. Reaper and Gamer are with Huntress battling Candyman, Surge is still looking for Nuke, and Johnny Speed and Climate are still causing mayhem."

"Then I should go help them," Eagle Eye said. "Martha, get me the coordinates."

_"At once."_

_"I'll meet you there, Clyde," _Omni-Green stated as he slammed his Omnitrix and transformed into...

"Big Chill!" the Necrofriggian shouted as he unfolded his wings and flew off, catching the attention of Black Ice, who raised her eyebrow with a whistle.

"Now that's my kind of alien," she said.

* * *

At the gas station, Flip's Food and Fuel, Absorber shouted out as he absorbed the concrete and morphed his hands into steel maces as he charged at Stretcher with a shout as Stretcher smirked and wrapped his body around two poles before Absorber collided into him before he slung him back like a slingshot, directly into Ronnie Anne's brother Bobby Santiago, or Armor who was running at him as they both fell to the ground before getting back up with a groan.

"What's up?" Absorber asked. "I'm Kevin."

"Bobby," Armor said. "We've got the same powers."

"Technically, I can absorb anything, including energy," Absorber smirked. "I just don't because too much energy can make me go insane. All you can absorb is solid material."

"Fair enough," Armor groaned before he shouted out and dodged Stretcher's attacks before he slammed him in the chest with a hammer arm and then dodged under a kick before he headbutted the elastic villain... just before he groaned out. "Okay, headbutting: bad idea."

That was when a flurry of bullets flew down all around Stretcher, who gasped and used his elasticity to avoid them before one struck him in the leg, causing him to scream out as Eagle Eye touched down and smiled.

"Hey, Clydesdale," Armor said, giving him a fist bump.

"Eagle Eye," Absorber said with a wink as he absorbed the metal from Eagle Eye's suit and he shouted out as he and Armor both gave out two shouts and got into a fist brawl with Stretcher who stretched his arms around Absorbers and brought himself in.

"Try this on for size!"

He then shot himself forwards like a slingshot to Absorber who then did a backflip, causing Absorber to miss before he gave a donkey kick to his chest as he broke free.

Eagle Eye shouted out and blasted him with an energy blast, sending the elastic villain back as he was sent straight towards Armor, who smiled before giving him a sucker punch to the gut.

"You think this is over?" Stretcher asked, picking himself up before he felt a tap on his shoulder and turned to see four Mulitple Girl clones standing there with a smile and a fold of the arms.

"Actually, the girls and I over here think it is," she said before Big Chill flew in with a cold breath.

"Hey, Stretcher, pop quiz," Big Chill said. "What happens to rubber when it's super-cooled?"

Big Chill went intangible and flew through Stretcher, freezing him solid on the spot, defeating him.

"Nice one," Multiple Girl said as the clones all fused back into her.

"Yeah, dude," Armor said as Big Chill turned back into Omni-Green.

"Good to see you again, Leni," Omni-Green said, shaking Multiple Girl's hand. "It's been awhile."

"Five years. I never actually held a grudge against you or your friends, Ben," Leni said. "I'm just not that kind of girl."

"Who's left?" Absorber asked.

"Climate, Nuke and..."

A red streak suddenly zoomed by them and blasted into Flip's, sending her them groaning to the ground.

"Johnny Speed," Armor said as she examined from the skies.

"Great," Ben said. "And of course, Jen and I don't have XLR8 right now. He's too fast for us."

"He's too fast for _you_," said a familiar voice as they looked to see Speed Queen by them as she gave a salute to them.

"He's all yours, Lori," Multiple Girl said as Speed Queen shot off like a bullet after her archenemy, catching up to him quite easily thanks to her supersonic speed.

That was when everyone got a call on their communicators, alerting them instantly.

"Hello?"

"_Climate's downtown drawing us in by wrecking things," _Crystal Princess said.

_"I say we give him what he wants."_

_"Lucky Girl, you and Pink help Surge with Nuke."_

_"Roger,_ _bro!" _Omni-Pink sounded.

* * *

Up above in the sky, Surge suddenly got hit on the back by a glowing yellow energy blast as she looked upwards to see one of the most dangerous criminals in Royal Woods, a member of the Terror Crew: Nuke.

"We meet again, runt."

"Hey, dude," Surge said, rubbing her sore back as she glared. "By the way, I never got the chance to thank you for giving me my powers. So thank you."

"You've still got a lot to learn, kid," he said, blasting back before she countered with her own powerful blast.

"Of course I'm not nearly as powerful as you, Nuke. I'm only 16!" she shouted as she generated a purple energy shield as he smiled.

"Though you have gotten a lot better since we fought last. But you still can't hope to defeat me alone."

"Who said she was alone, punk?"

Nuke looked behind him to see Lucky Girl on a mana platform crossing her arms as Omni-Pink glared and then closed her eyes before shooting them open again, glowing pink as her entire form glowed and her human shell dissolved to reveal her Anodite form as she shot up and flew beside her cousin with a glare.

"Ooh, you've got some backup. Not that it matters."

"Then let's turn up the heat," Lucky Girl said as she pressed her watch and the nanomachines inside coated around her entire suit to show her showed off her armored form.

The suit was dark blue on the torso area and she had with a pantie-like curve designs that covers her private section and gain a thong-like style on the small of her back. Her shoulders and gloves were also dark blue, it had red streaks on both shoulder-blades silver-white breastplates and the silver-white colors on her legs and butt area and gain her signature cat symbol beneath her breasts with pink belt buckles on both sides that link to the life support pack on her back. She has joint bumps on her shoulders. The nano-machines surged around her head constructed into an awesome mask with a large black visor in a cat shape that covered the whole face and has two fins that act like cat ears. She gazed at herself and saw how perfectly fit her suit fit.

"I can totally see wearing this," she said with a smile as her fists glowed pink and Jen smiled to her.

"Let's take this punk down!" she shouted as she shot forwards and sent out a pink mana blast as Nuke took it like a man before he blasted forwards as Lucky Girl ran forwards on her platforms before she crossed her arms and sent a mana forcefield up as Surge flew behind the energy villain while he was distracted and blasted him with her own purple energy blast as Nuke felt as his back and smiled.

"Okay, I'll admit, little girl, you've grown a lot since our last encounter."

"I'm not that runt you fought anymore, dude," Surge said.

"Well I'm not so weak either!" Nuke shouted as he sent several rapid fire energy bolts forwards and Surge flew around them before she was finally struck with one and fell to the ground before she righted herself just before she created a crater and glared upwards.

"You did not just do that!" she shouted as she flew forwards and landed a strong energy-charged punch to the gut as Lucky Girl's eyes and tattoos glowed white and she gave out a powerful chant.

_"Kemo Char!"_

She sent out a wave of magical golden energy to Nuke as he was blasted back by it and he smirked at her before giving out a piledriver to the back to her as she shouted out and fell to the ground before she sent another spell outwards to break her fall.

_"Tur-bo!"_

With that, she sent a pink glowing cyclone out to the ground and she fell, slightly causing her to hover off the ground before she crashed, grunting out while taking minimal damage.

"Oof," she looked up and groaned. "Just enough to break my fall."

Her Fire Charm tattoo glowed and she shouted out, firing a blast of flame, hitting him in the chest. He glared out and fired down at her, knocking her back as she fell backwards before she groaned and panted heavily, still protected by her new armor.

That was before glowing pink tendrils of energy wrapped around each of his limbs and neck as he looked to see the Anodite Omni-Pink restraining him with the tendrils that made up her hair as she glared hatefully.

"You hurt my cousin. _Very _bad idea," she said as she narrowed her glowing pink eyes.

"What are you going to do about it, freak?" he asked.

Surge and Lucky Girl gasped at that as Omni-Pink sighed.

"You may control energy, Nuke. But I _am _energy."

No one noticed as glowing pink rune-like lines like tattoos scrawled their way across her arms and legs as she shouted out and blasted forth a strong surge of mana that knocked Nuke out, way too much energy for him to handle as he soon found himself groaning in pain as Surge flew forwards and landed hard punch after hard punch to his jaw and Lucky Girl flipped forwards on her hands as she landed on a mana platform in front of him as she smiled smugly.

"You put up a good battle, pretty boy," she said, flipping her long orange locks back. "You're pretty good. But us?" She then flicked her fingers forwards and summoned a powerful card. "I'm magic."

She then tossed the card forwards, sending him blasting into the ground, forming a crater as he looked to the three women before him and chuckled.

"You did good, kids. You did good."

He then fell unconscious as Omni-Pink summoned mana cuffs around his hands before she powered down, panting heavily as she recalled how much power she used with that last attack, slightly confused. She clearly didn't know her own strength.

"Well, Nuke's taken care of," Surge said. "Let's get to the city to take down Climate."

"Done," Lucky Girl said as the girls all took off to the city.

* * *

Speaking of the city, two streaks made up of blue and red zoomed side-by-side to each other and collided into each other several times as Speed Queen and Johnny Speed constantly shouted out to each other and tried to trip each other up, with neither succeeding as Speed Queen glared, starting to feel the toll of the man's strikes and looked to her right to see said arch nemesis and smiled.

"What's the matter, Johnny? You getting tired?"

"Not even a little bit, Queenie! I'm just as fast as you and I'm stronger!"

"That may be true," she said as she dodged around a car and smiled. "But are you smarter?"

She then turned tail and ran in the opposite direction as Johnny turned his head for a split second, only to run straight into Gamer, who smiled and spun her guns in her hands before she blasted Johnny as he quickly avoided her as she zipped off, turning her gloves to the icon that represented Tracer from Overwatch and she zipped after him as she would and blasted after him, quickly zipping away as he ran forwards as she turned to see Honeybee in the sky as she gave a thumb's up to her.

Honeybee returned the gestured and flew forwards to the sky, seeing the blue and red streaks zooming all across the streaks from overhead as she focused in and saw her girlfriend ducking in an alleyway and gave out her own thumbs up and Honeybee thrust her gauntlets forwards and sent a few honey bombs to the ground, spreading the sticky substance all over the ground by the alleyway as Vesuvius cracked her knuckles.

"Won't be long now. Just a few seconds..."

Just as she predicted, Speed Queen ran alongside Johnny Speed as the two gave out rapid punches to each other, their brains working even faster then their bodies, as the eldest of the Loud Heroes shot him a wink before she zipped to the side and Johnny suddenly gasped as he hit the honey and was immediately stopped in his tracks, caught by surprise as Honeybee smiled and Speed Queen and Gamer raced ahead on either side and instantly hammered the evil speedster with a shoulder bash each, slamming him, circles showing in his eyes as Vesuvius stepped out and then manipulated the concrete around him to its base level, causing him to fall into the molten substance, leaving only his head above the surface to let him breath as she then hardened the substance back up.

Johnny shook his head rapidly and saw the four girls smirking to him as she smiled.

"The Dungeon will be here to pick you up soon," Speed Queen said. "See you later. Or not."

She and the others ran to the center of town to fight Climate as Johnny shouted out in anger.

"Get back here! I will get you Speed Queen! I'll get you!"

* * *

Meanwhile, Reaper ducked and dodged along with swiping with her scythe as she dodged Candyman's cane strikes as she collided the blade of her scythe with his as she grit her teeth as she looked to see the powered up Candyman as he grinned to her as she spun forwards as he ran back adn slid forwards, wiping his lip.

"Never seen you before, Reaper," Candyman said as he rested his cane behind as he ducked and dodged Huntress' arrows as she grunted to him and ran forwards with her spear, leaping forwards and then leaped forwards, shouting out and stabbing rapidly as he dodged her swiftly before she managed to strike him in the shoulder with the blade of the spear as he grunted out and he smiled. "Not bad kid. For a heroine with no powers, you can sure hold your own."

"I fight aliens for a living, Mr. Wonka," Huntress mocked. "You can talk the talk, but can you walk the walk?"

"I sure can!" he said as he ingested one of his chocolate bars and he instantly bulked up in muscle and skeletal structure as he glared.

"We probably should've told you guys about his drugs," Reaper shrugged.

"You think, lady?" Huntress asked as Miss Appear suddenly shimmered into life behind her and gave out a few hand signals as she turned to Ryker, who nodded and tipped his hat to her as he readied his whip and one of his revolvers as Huntress pole vaulted on her spear and leaped onto his enlarged shoulder, wrapped her legs around his head and shouted out as she used all her strength to bring him to the ground as Ryker ran forwards and used his whip to strike the madman and he punched forwards with a shout of effort.

Miss Appear suddenly somersaulted in and generated a forcefield to block the punches with a shout of effort, the shield cracking with each strike as she looked to her friends.

"I don't know how long I can keep him back, guys!"

"Hopefully long enough for those drugs to wear off," Ryker said as Candyman turned to see Huntress shout out as she spun her machete and spear in both her hands before she spied Ryker as he ducked and lassoed Candyman's fist as the black-haired warrior ran in and sliced twice with each weapon before she was punched into Miss Appear and they both collided with a tree, dazed.

"Oof," Reaper said as Ryker ran to them and helped them both up.

"You alright?" he asked.

"Yeah," she said. "I'm pretty beat up though."

"Try this," Ryker told her as he reached behind him and took out a crossbow.

"Really?" Huntress asked as Miss Appear got up and formed two force field hatchets and ran back towards the slowly weakening Candyman. "A crossbow? Where did you get this?"

"I went by Xander when he was arrested and looted this off of him. Thought that you might like it since I have no use for it."

"Thanks," she said. "You're a really nice guy."

"I am... until you cross me or my friends."

Huntress smiled warmly before she took an arrow from her quiver and loaded her new weapon as she hid behind a large oak and aimed carefully.

"Okay, I have plenty of practice with my regular bow. How hard can a crossbow be?"

Reaper shouted out as she spun her scythe around her like a whirlwind of death, giving Candyman a few nice cuts on his chest and arms as Huntress took aim with her crossbow and Ryker shouted out and bound his hands with his lasso before Miss Appear ran up to him and formed a forcefield around her cupped hands as he leaped off of the force field and flipped over Candyman's head and landed behind him before using all of his strength to make the drug dealer smash himself in the face with his own fists.

"You're smart, cowboy," Candyman said. "But not smart enough!"

He then swung the lasso around as Ryker gasped and was thrown by the pull of the toss when Huntress gasped and fired a trick arrow at the ground from her crossbow that generated a ton of gel at the ground, which broke Ryker's fall as he groaned.

"Thanks, kid," he said as Huntress set up another arrow in her crossbow as she witnessed Miss Appear fire multiple force fields at Candyman, knocking him back as he lunged at her before she vanished from sight and ran away as Reaper spun her scythe to cut and block every punch that Candyman threw at her as a small explosion rocked him back as Huntress pumped a fist.

"Now, grim!" Huntress shouted as she took out her spear and she and Huntress each ran up to Candyman and they both slammed the intelligent drug dealer with their weapons, knocking him down for the count as Miss Appear... well, you know.

Miss Appear smiled and placed Candyman in a forcefield and the effects of the drug wore off, leaving him floating there to wait for the cops.

"We did it!" Miss Appear said as Huntress nodded, bruised from the fight.

"You okay?"

"Just a little bruised," Huntress groaned. "I'm not blessed like some people who have superpowers and all that junk. I have to work with what I've got."

"Same here," Ryker said.

"Come on," Reaper said as she hoisted her scythe over her shoulder. "There's one more villain to get off our backs."

"Climate," Miss Appear realized.

"Let's go," Ryker said as they all broke off in a run towards town.

"Wait! You wouldn't just leave me here!" Candyman said.

"Would, can, am," Miss Appear said harshly.

"Oh, dang it!"

* * *

In the city, Multiple Girl and her clones screamed out as they were all knocked against several building before falling to the ground as she stood up.

"We knew we would face this guy again anyway," she said to Sharpshot who blasted an explosive arrow against an incoming boulder.

"Yeah, but the L-Angels wouldn't think _we _would."

"Yeah, well we all face challenges we're not prepared for," Lucky Girl said as she generated a mana shield that withstood an ice blast. "The challenges themselves aren't important. What matters is how we face them."

"Where'd you learn that from?" Wildgirl asked as she dodged the rock blast as a cheetah.

"A friend," Omni-Pink said. "But that's all we'll say."

"What kind of friend?" Genarocker asked, countering the large boulders heading at her with her own boulders from her arm cannon.

"It's complicated," Spidermonkey said, crawling on the walls to avoid the large water blasts. "You wouldn't understand."

"Try us," Firecracker said as he flew into the fireball and spread it apart with his powers.

"You lot have certainly gotten better since our last fight," Climate said with a sadistic grin towards the heroes. "And you even got some help this time."

Climate was a tall imposing man with black slicked back hair wearing a black t-shirt and cargo pants and a jean vest with combat boots

"You got that right!" Gamer shouted as she ran in to him with her weapon set to the Blades of Chaos from God of War as she shouted out and tried slicing Climate up with the blades as he nimbly dodged her as she sliced the incoming blasts apart with them as Parkour shouted out and sen ta rock wave forwards to knock him back, but Climate shouted out and blew the rocks away with a powerful punch to the rocks and he then sent them at the heroes, who quickly scattered to avoid it.

Omni-Pink shouted out as she slammed her Omnitrix core down and transformed into Firefox as she got onto her paws and snarled loudly.

"Okay, you're tough, mate. But try to stop this!" Firefox shot her paws out as she sent a massive wall of flame out to him that blasted into the villain as he took it like the tough guy he was before he soaked her wiht a massive jet of water that soaked her from paw to tail.

"Well that was a shock. And here's another!"

Climate shouted out as he blasted the fox alien with lightning, causing her to scream out in unbelievable pain as her skeleton showed from the massive electrocution before she groaned, covered in soot as seh fell to the ground, dazed before she transformed back to human.

"NO!" Matte Girl shouted as she ran in along with Petty as he roared out and landed massive hit after massive hit on the evil man as Matter Girl morphed her hands into spiked maces and shouted out as she laid the smackdown on him for how much he hurt her best friend.

"How! Dare! You! Hurt! My! Best! Friend!" she shouted with each blow to the face as he suddenly grabbed her by the throat and smirked as she choked and struggled in his grip.

"You shouldn't have done that, you little brat!"

He then shouted out and tossed Matter Girl into Petty as she used her armor to protect her from being totally wiped out as they both crashed down, unconscious.

Suddenly, a wall of Echo Echos surrounded Climate as he looked around them as they glared hatefully.

_"Wall. Of. SOUND!" _the Echo Echos all shouted out simultaneously before letting out their sonic screams to create a powerful wall of sound as Firefox came to as Climate held his ears in pain before he slammed the ground, creating a powerful earth pulse that sent the Echo Echos all flying in separate directions.

Reaper and Cherry Bomb both ran in with a shout as Cherry Bomb let out a blast of music from her guitar that sent Climate back as Reaper started combating the madman with her scythe as Climate ducked and avoided before she managed to slice him in the chest, tearing his shirt as the girl smiled before she met a powerful ice kick to the gt that sent her back, her cloak and cape crumpled around her as Firefox came to with a hiss.

"Back for more, eh?" Climate asked as several Multiple Girls dogpiled him, giving him strong punches and kicks before they were sent back with a burst of wind from Climate. "Try this on for size!"

Climate then spun his arms and body around rapidly before a powerful whirlwind formed around him and was sent towards Firefox.

Firefox yipped out in fear before she quickly slammed her Omnitrix core and transformed into...

"AeroForce!" the Harpian cawed out before she took to the air and before letting herself drop, wrapping her large golden wings around her as she spun around at just the right speed and dive-bombed right into the whirlwind... while spinning in the _opposite _direction and shouting out: "Cyclone Slam!"

With the two opposing cyclones rushing against each other, they cancelled each other out and left AeroForce flapping her wings rapidly as she glared at the man.

"Clever. But your stunt won't save you!"

That was when he was suddenly hit with a honey bomb from Honeybee as she flew overhead as her girlfriend ran up and slammed Climate in the face and chest with a few lava punches before she backflipped and put her hands together and brought them down.

That move degenerated the ground beneath Climate and sent him crashing down before Vesuvius solidified it again.

"So, you had to recruit some help from your enemies to take me down, huh?"

Eagle Eye then swooped down alongside Cybergirl and Honeybee as Vesuvius backed up.

"We're not enemies anymore, punk!"

Eagle Eye, Cybergirl and Honeybee then blasted out a ton of missiles that all blasted Climate simultaneously, sending him crashing back from the ground as Humungousaur walked up in his 60-foot-tall form before he brought his foot up and slammed it down on Climate as he smirked... just before he was hit with a burst of powerful energy that sent him crashing into AeroForce as they both hit the ground and turned back to human form.

"Crap! He's going aether mode!" Crystal Princess shouted as she blasted tons of pink crystals out at him as she generated her armor around her as Wildgirl ran in as a ankylosaurus and slammed him with her maced tail before she was blasted back with aether.

Speed Queen then shouted out as she slammed him several times with her super speed before he gave out a sweep kick that sent her crashing into some garbage cans, dazed with swirls in her eyes.

The Omni-Twins looked at each other as Omni-Green helped Omni-Pink up on shaking legs as they stared at Climate as he collected aether towards them.

"Okay sis, desperate times call for desperate measures," Omni-Green groaned.

"Eighteen heroes down, one to go," she agreed to her brother, worried. "Time to go X?"

"It's worth a shot," he said as they nodded in unison, dialed the proper form into their Omnitrixes and then they both shouted out in fury as they slammed the cores against each other, activating them as everyone watched in awe.

"Oh no!" Lucky Girl shouted as she countered aether blasts with mana blasts and gathered her magic before blasting Cilmate with a golden light. _"Kemo Char!"_

"Here we go again," Huntress said.

"What's going on?" Surge asked.

"Just watch," Absorber said, dismayed.

Both of the twins floated in the air as their bodies suddenly dissolved into green and pink energy and started circling each other in a yin-yang like configuration and then from the resulting surge formed a being that was pitch black with a night-sky like design. The twins' most powerful form:

_**"ALIEN X!"**_ the Celestialsapien shouted in a chorus of the voices of Ben, Jen, Bellicus and Serena.

"What kind of alien is that?!" Genarocker asked as she brought up a shield to protect her from Climate's lightning blasts.

"An all-powerful one," Lucky Girl said. "That is, if the twins can get it to cooperate."

"What do you mean by that?" Speed Queen asked, dodging around the fireballs.

"Just wait and see. For now, it can't do anything."

All eyes glanced towards Alien X as they just stood there with a blank expression on their face.

"Come on, guys," Matter Girl said, crossing her hands over her heart and panting deeply.

"Why isn't this guy moving?" Prodigy asked, levitating all the boulders that were sent her way before sending them back in the form of bullet pebbles.

"From what the twins told us, Alien X, their Celestialsapien form, is the most powerful alien species in the known universe. Maybe even the multiverse," Huntress said before she ducked behind a building as a ton of icicles stabbed into it and she yelped as one grazed her pelted dress. "It can bend reality to its will."

"However, all that power comes at a price," Absorber groaned as he was hit with a boulder.

"What price are we talking about here?" Miss Appear asked, tossing a few forcefields.

"Well, inside all Celestialsapiens are two opposing forces that have been endlessly arguing with each other for all of eternity," Lucky Girl stated as she tossed a few mana disks. "Before you, before me, before any of us. It can only use its power when both sides agree on something. And that means that the entirety of Alien X's race spend centuries, maybe even millenia without even moving."

"And each and every time Ben and Jen transform into Alien X, they're stuck in there with those two forces, locked in the middle of that personal war," Matter Girl stated. "That means they can't do anything, including transforming back, unless they can convince both sides to reach a consensus. All that power needs to be kept in check after all."

"So in other words, we're hosed," Parkour asked as she gave out several strong punches to Climate's jaw only for him to blast her away with a fireball.

"Not necessarily. These two are good at talking."

* * *

Inside Alien X, Bellicus and Serena were having one of their usual arguments.

"I say that we prevent the destruction of Krypton so the Kryptonians may live," Serena said.

"Nah, they had it coming when they were drilling at its core. Besides, there are plenty of them on other worlds so it's not like they're going extinct," Bellicus said as a flash of light appeared and in an instant, there floated Ben and Jen with a sigh, knowing what they would have to do, or at least try to.

"Oh, look who's paid us a visit, Bellicus. Ben and Jen Tennyson."

"What's up?" Ben asked politely.

"Oh, the usual arguing, nothing else," Serena said. "You know how we are."

"All too well, Serena. All too well," Jen sighed.

"What are _you two_ doing here?" Bellicus asked. "We already gave you what you wanted last time. Why have you come back?"

"We have a serious situation, Bellicus," Jen said. "One that requires Alien X's power just for ten minutes."

"Oh, but don't you have _'18 other aliens in your roster who can do it better?'"_

"Yeah, about that... we already tried all of our other forms against this criminal Climate and he bested each and every one of them. Except for this one," Ben said.

"I can sense your pain. Both physically and mentally for what you and your team are going through," Serena said, comfort in her voice. "On the other hand, the pair of you did hurt us emotionally the last time you transformed into Alien X. So why should we help you now?"

"Because there's a high chance that Climate could kill us all and destroy Royal Woods. If we die, then you lose your tiebreaker and you two will be stuck doing nothing but arguing with each other all the time for the rest of eternity."

That immediately shut the pair of floating theater heads up.

"We need control over Alien X for just ten minutes."

"Tell you what. You help us with an argument each for every time you transform and we'll give you control over Alien X for ten minutes," Serena said.

"Done," they both nodded.

"Let's get this over with."

"No. Our arguments first," Bellicus demanded. "We've got seniority over you."

"Oh, fine."

Serena cleared her throat. "My argument from last time, I think that Pluto should've been a planet. What do you say?"

"Well," Ben said. "Pluto wasn't a major planet, but a dwarf planet is still a kind of planet, so you can kind of agree that it was a planet."

"Seconded," Serena sounded.

"Motion carried," Bellicus concluded. "As for me, how about Motion #1,000,003?"

"We're not saving the dinosaurs from extinction! That'll put every living thing at risk!" Jen shouted.

"Seconded!" Serena said.

"Motion carried," Ben said with a smile. "Now?"

"Now," Bellicus and Serena agreed as Ben and Jen glowed with a green and pink light as they both moved a hand in the opposite direction as a vision portal opened so they could see what was happening.

"Let's do this," Ben said as he and Jen formed a mental link so they could be entirely in sync.

* * *

**_"Seconded!" _**Alien X shouted in the chorus of four voices. **_"Villain stopping motion carried!"_**

**(Consider this moment in your heads like you would the battles in Pacific Rim)**

Climate chuckled harshly. "You fools are sch children. All of your forms up to this point have failed. What good will this one be?"

Alien X walked forwards slowly as Climate rushed in and slammed them with aether punches and kicks that sent them skittering back a bit as they rose their right hand and blasted a powerful light energy forwards that slammed right into Climate, sending him back a bit as he stood up, but this time, he had trouble standing up.

"That... actually hurt. But you're still nothing!"

"No! It's you who's nothing!" Firecracker shouted as he and Surge blasted forward with a blast of fireballs and purple energy blasts that slammed into Climate, sending him back even further before Parkour and Matter Girl ran up and gave him a double uppercut and kicked him in the butt.

"Now who's weak?" Amplifier asked as she blasted forth with a purple lightning bolt and Genarocker sliced and diced forward with her big sword and Alien X teleported forwards and then slammed Climate down into the ground several times, leaving him completely unconscious with a groan of effort and then they started floating in the air as they crossed their arms before sending a surge of energy outwards, instantly repairing all of the damage done to the town before setting down.

"Wow. That form _is _all-powerful. Color me impressed," Surge said as the crowd gathered from the buildings and applauded the heroes.

_"You know, you two could've just asked us to remove that man's powers and repair all the damage to Royal Woods," _Serena asked in their heads.

_"Yeah," _Ben admitted in his head.

_"But what fun is that?" _Jen chuckled as Alien X transformed back and left the Omni-Twins leaning down on one knee in exhaustion as they looked up.

"Is it over?" Ben asked.

"It is now," Firecracker said as Speed Queen smiled and shook the gloved hand.

"You guys are officially forgiven for what you didn't do with that alien attack here."

"Are you ever," Lola said. "You guys are people too. You have your own town to worry about."

"Hey, you guys are every bit the heroes that we are," Jen said. "The only reason we teamed up this time is because we just happened to be in the neighborhood. You would've found a way to stop all these criminals with or without us."

"Well, I don't mean to toot my own horn, but..." Lynn said.

"You ever need us, just call," Lincoln smiled.

"_Any _of us," Amplifier said as she just smiled along with the L-Angels.

"We heroes have to stick together, mate," Cherry Bomb said with a nod.

"And that goes for us too," Honeybee said as she jabbed her girlfriend's shoulder as she smiled.

"Big time. Same with you guys, L-Crew. If you need me or Nicki at all, just call."

"Done," Eagle Eye said.

"Well, we're not done here," Matter Girl said as she winked to Parkour.

"No, you are not."

* * *

The very next night, the lights were shining down all around the Royal Woods Arena as the crowd cheered in the stands as some held up posters of Lynn and others of Ally as the Omni-Team and L-Crew (including the reformed villains) were sitting in the front row next to the ring.

"Come on, Lynn!" Lincoln shouted as Ronnie Anne whistled loudly.

"Give her pain, Ally!" Kevin shouted with cupped hands.

"She can do it," Jen said, cupping her hands. "I just know she can."

"True," Sam said from the seat above her. "But Lynn's a tough customer."

That's when the lights went down and then a single spotlight shone on the ring as the emcee brought a microphone down as he smiled to the crowd.

"Good evening, Royal Woods!"

The crowd all cheered wildly, including our heroes.

"Let's get it on!" Bev shouted through cupped hands as Nicole whooped and rolled her fist.

"It was sure nice of Lynn to get us tickets for the fight."

"It was the least she could do, babe," Bev said to her girlfriend, jabbing her arm.

"Who's ready for a little bit of action?!"

The crowd cheered again as the emcee turned to one side of the arena that lit up.

"In this corner, hailing from right here in Royal Woods, Michigan, standing at 6'2 weighing in at 210 pounds, the princess of pummels, the duchess of damage, Madame Lynn-sanity herself, your current champion, Lynn Loud Jr.!"

The crowd went wild especially as red smoke appeared from the gate as Three Days Grace's "Riot" played throughout the arena as Lynn came out barefoot wearing a red sports bra and shorts with her hair in its usual high ponytail as she posed for the crowd, giving tons of punches with a shout and a kick to the air as she walked to the ring, playing it up as her manager lifted up the belt and she showed it to the crowd.

"And in this corner, challenging her for the title, hailing from the Bronx, New York, now settled in Bellwood, California, standing at 6'0 weighing in at 195 pounds, the Bronx Brawler, Ally Levin!"

The lights went on in the opposite corner as the gentle sound of a violin started playing as a young girl played in the corner as the lights shone on her as a calming and somewhat mysterious tune sounded from the violin before Skillet's "Comatose" started playing as Ally came out, flanked by her manager and coach as she walked out in a black and gold robe and a black sports bra and shorts with her hair in a high ponytail as the crowd cheered for her as well as she walked forwards with a smile as she walked into the ring to meet her opponent.

"You ready for this, girl?" Lynn asked.

"Bringing you a beat down straight from the 718," Ally said with a smile. "You sure you're ready to bust that winning streak?"

"We'll see. We will see."

They both shook hands as Lynn winked to her.

"Well what are you waiting for? Do it."

Ally nodded as she focused and absorbed a small sample of the brunette's energy into her own system. The instant the energy entered, she instantly felt much stronger and more energetic. She then winked to her opponent.

They both retreated to their corners to prepare as they both slipped their boxing gloves on as they both did their warm up exercises as Corey handed Ally a mouthguard, which she put in her mouth to protect herself as Chris looked to her.

"Okay, Allison. This is your big moment. Give her hell."

"I'll do my best."

Ally and Lynn walked up to face each other with the referee standing between them in his black and white striped outfit.

"Okay, ladies. Here are the rules, as I'm sure you're aware. Five rounds. You are allowed to hit with punches and kicks at each other, but only above the waist. Groin shots are forbidden as are sweep moves. Elbow, knee and shin strikes are forbidden as is clinch fighting and grappling. A violation of any of these rules will result in an immediate disqualification. Do I make myself clear?"

"Absolutely," both girls said in chorus. "We're ready."

f"Ok good." The ref said and the two girls backed off to their corners, and waited for the call.

"And with that, LET'S GET READY TO RUMBLE!" the announcer shouted as the bell rang, signaling the first round to begin as they walked up to each other, their arms ready to block and hit as Lynn shouted out and threw out a few right hooks and a left jab that Ally dodged swiftly and she shouted out as she gave a roundhouse kick straight for Lynn's hip, which she didn't react in time to as she nailed her in the hip.

"Agh!" Lynn groaned before she took advantage of her move and nailed her with a right hook to the gut, causing the goth to groan out, gagging a little before she growled and they both punched out and got each other in the face, sending both stumbling back.

"Okay," Ally growled like an animal, punching her gloves together. "No more taking it easy on you."

She got forward, keeping her stance before landing two jabs to the chest and an uppercut to the jaw, sending Lynn stumbling into the ropes.

"Whoo! Go Ally!" Jen called as Lori smirked.

"Lynn knows what she's doing. She just loves a challenge."

True to her word, Lynn bounded forwards from the ropes and landed a kick to the chest as Ally growled before she ducked under a punch, only to meet an uppercut and a right hook to the face, sending her crashing to the floor as the bell rang.

"Point to Loud!" the referee called out as Lynn smirked and they both retreated to the floor as Ally groaned out as Corey patted her brow with a towel and brought out a bucket as she spat into it, noticing the red of her blood in it as she glared.

"You can do this, Levin," Corey said. "Give her hell."

"I will. I'm just getting started, coach," Ally said with one final spit as the bell rang again and she walked up with renewed vigor as she ducked and dodged Lynn's blows and kicks before she gave a powerful kick to the head, causing Lynn to stumble as she threw out two right hooks and a left jab to the shoulders while her guard was down.

Lynn raised an eyebrow before she gave out a roar of effort and managed to break through her opponent's defenses with a powerful uppercut and a strong right hook that Ally groaned as her ponytail came loose and her hair started drifting into her eyes before she punched out two punches and a left kick to Lynn's chest as Lynn groaned out and was sent stumbling to the floor as the bell rang, giving Ally another point.

"Woo-hoo!" Ben cheered at the top of his lungs. "You can do it, Ally!"

"You got this, girl!" Becky shouted, her popcorn going everywhere.

"Wow! She really is your sister," Gwen said.

"She was always the more responsible one. That makes her tougher."

This whole spiel continued for the next two rounds, giving both girls tied at two points each. The next round would decide it.

Ally and Lynn were both looking pretty tired at this point, bruises all over, hair loose and drifting into their eyes, brows absolutely soaked in sweat as they both panted out as Ally's coaches poured cold water over her and Chris walked over to his client as she panted heavily.

"You doing okay? We could throw in the towel, you know?"

"No," Ally said. "I'm not going to go down like that. If she's going to win, she's going to beat me to a pulp."

"If you say so."

The bell rang, signalling the final round as they both walked forwards as they bot their fighting stance up and shouted out as they threw out various punches and kicks, nailing each other hard as they fell forwards as Ally panted out a breath and jabbed the red-suited girl in the gut as she shouted out and Lynn gave out a kick to the head, sending her down just as Ally gave one last punch and fell to the ground as the referee walked forwards as Ally panted heavily.

"1! 2! 3!"

Ally groaned out in pain as her friends and brother gasped harshly as she grunted out and managed to get up on her gloves as she got onto her knees and struggled against the ropes and managed to reach her feet just as the bell rang.

"No pin!" the ref shouted as the crowd erupted as the match ended as Lynn and Ally both sighed and collapsed to the chairs in the corners as both looked like they were in serious pain.

"You doing okay?" Ally asked as Lynn chuckled and spat out some blood.

"I think you may have knocked my loose tooth back."

"Good. I saved you a trip to the dentist. You're the best opponent I've ever gone against."

"Likewise, girl."

They both chuckled before groaning out in pain as they each felt the energy leave them.

"And the judges decision is in," the announcer said as everyone looked on in awe. "The winner is..."

Everyone leaned in closer on their seats.

"...by one measly point... Ally Levin!"

The crowd erupted in applause as Lynn smiled and walked up to the girl, who didn't even have enough energy left to leave her seat as their families ran down to them and lifted them both up in to the air in congratulations to both as the announcer signed off the program.

"So..." Ally said. "You're not bummed you finally got beat?"

"No way," Lynn grunted as she jabbed her. "Winning's great... but it gets kind of boring when you're always sure it's going to happen."

"I can't believe how close that was," Lincoln said to Ben.

"Me either. These two really gave it their all... and the better girl won in the end. Your sister is a real tough cookie."

"So is your friend," Ronnie Anne said, wringing her fingers. "It's great to have you guys as allies. We'll be ready to help you against that Highbreed of yours."

"Great," Jen said as she jabbed her arm. "We'll need some help."

"Big time," Gwen said.

* * *

**Next time on Ben and Jen 10:**

**Inside Man (finally)**


	31. Inside Man

A truck was driving down the road to Bellwood before swerving down the road before it got on the mountainside road behind a blue car, whose driver looked into the mirror and looked confused when he saw the truck getting dangerously close to his rear.

The truck turned to the left to safely get around him. The car driver looked into the window of the truck and gasped as he saw the truck driver basically frozen in fear.

The truck driver remembered the DNAliens loading a weapon of some type into the truck and were still constructing whatever that arch at Los Soledad was. He remembered the Xenocytes, the Highbreed Commander. He even remembered sneaking into the truck and driving away towards the area.

His nervousness and sweat was the reason he looked off his game and he drove towards Bellwood, his grip tightening on the wheel and his vision started to cloud. He then passed out in the driver's seat before he groaned, the truck swerving towards a cliff and it crashed down into the desert of California before settling in a ditch.

The driver immediately walked out of the truck's debris and cracked his joints before walking off down the road. He continued for a little while before he waved down a pick-up truck, whose driver pulled over and let him in.

"Name's Jeff."

The man then took his wallet out of his jacket and looked at his ID.

"Tyler."

"*chuckle* You've got to look it up?"

Tyler took a guitar pick out of his wallet and sighed.

"The aliens did something to my mind, but I've still got to find a way to stop them."

Jeff only looked at Tyler strangely before leaving him on the side of the road, leaving Tyler to continue on his walk.

* * *

Tyler eventually stopped at the Desert Highway Patrol station, where he was talking to the officers.

The officers only looked at him strangely, obviously not believing his story.

"A nest of aliens, huh?"

"You have to believe me!" Tyler shouted before he groaned out as another memory came to him of seeing what the Highbreed's plans for Planet Earth were. "I don't understand it all myself, but I got away. That proves something, right?"

"Good news, the highway patrol has a special alien-proof room. Officers Mullen and Lou are gonna take you there."

Tyler gasped as Mullen and Lou grabbed him and dragged him back.

"No! This is real!"

"Relax, it's only until the alien-proof bus comes for you."

The captain then picked up the phone and contacted his superiors with a simple...

"He's here."

* * *

The guards closed the door to Tyler's cell and walked off before turning the lights out, leaving poor Tyler in the darkness.

He then went to the bed in his cell and started thinking to himself.

"The details. My name is Tyler. I'm 26 years old. I may be a little confused, but I'm not crazy. Somebody listen! There are aliens! I saw them! Argh!"

He then flashed back as another memory took place.

* * *

_The Highbreed were looking at a monitor, staring at what appeared to be the construction on the arch that Cooper was helping them build._

_"These humans are resilient," the Highbreed Commander said._

* * *

Tyler came back into consciousness and gasped as he saw the guards standing at his cell door.

"I said wake up. I ain't nothing to be afraid of, Tyler," Mullen said, opening the barred door. "I just need your statement."

"Where'd you hide your key?" Lou asked.

"Key?"

"Aw, don't play stupid, Tyler," Mullen said, holding a DNAlien blaster up.

"Nowhere to run, Tyler."

Tyler gasped, recognizing the weapon before he was held at gunpoint by the two "officers."

"Make it easy on yourself, boy. Tell us where to find it."

In his struggle, Tyler knocked the ID mask off of Mullen, revealing him and Lou to be DNAliens.

"You're one of them!"

"We don't have to argue, Tyler," Mullen said as Lou took his own mask off.

"Not at first."

Tyler shouted out as he suddenly lifted the bed up with surprising strength as he tossed the bed at the DNAliens and pushed it against them, sandwiching them between the wall, trapping them. He then closed the door and ran for his life as the DNAliens broke out.

* * *

The DNAliens burst out the front door of the station and looked around, not noticing Tyler hiding behind a squad car.

He gasped as he saw a DNAlien spot him and dodged a slime blast before the other DNAlien walked up, cornering him like a rat.

He ran away, just as Kevin's car pulled over by him with Ally's bike reeling by him as Kevin revealed the open front seat and Jen riding in Ally's attachable side car that she recently purchased.

"Get in! Quick!" Ben shouted.

Left with not much of a choice, Tyler ran into the car and both vehicles drove off, leaving the DNAliens stranded.

They drove through the desert as Tyler looked to the motorcycle and the backseat to see the team.

"Who are you?"

"We're the Omni-Team," Ben said. "I'm Ben. These are Gwen, Becky and Kevin. Jen and Ally are on the bike outside."

"We're here to help you," Gwen promised.

"For sure," Jen said over the radio.

Unsure, Tyler reached over to Ben and felt at his face for an ID mask, not finding any seam.

"Ow! Why'd you do that?"

"You'd never believe me."

"Yes we would," Becky said.

"Think, Tennyson," Kevin said. "Those DNAliens chased him out of the police station."

"Then they must've had ID masks," Ally said over the radio.

"You know about the aliens?"

"We've been trying to stop them for months now. But we don't know what they're planning exactly."

Kevin then showed his Plumber's badge to Tyler.

"We've been scanning for any kind of communications with tech above Level 2, since that's considered illegal on Earth. Your name came up, Tyler."

"You know who I am?"

"Only because some guy back there made a call about you," Ben explained. "He said you had an 'oscillator key', whatever that is."

"It's Level 5 alien tech."

"We're the Omni-Team, Tyler," Jen said. "Every superhero team has their own specialty. The L-Crew has meta humans, the Miraculous Team has akumas, Team Phantom has ghosts, we have aliens."

"Where'd you get your hands on alien technology?" Gwen asked.

"Um... I don't know," Tyler said, holding up the guitar pick. "Something messed up my memory."

"What's that?" Kevin asked. "More alien tech?"

"No, you idiot," Becky said. "It's a pick."

"A bass pick to be exact," Jen said.

"Are you a musician?" Ally asked.

"That sounds right, but I don't have any clear memories."

"Well, that helps," Kevin said. "You stole a hyperdimensional oscillator key from a Highbreed nest and, oh, you play the bass."

"Lights off, Kev," Ben ordered.

"Huh?"

"Do it!"

Kevin looked ahead and saw some DNAliens searching with flashlights. He then shut off his headlights and moved ahead slowly before he hit a speed bump, catching the DNAliens attention.

They ran forwards up the mountain towards the car, only to find nothing when they reached the road. They ran ahead, as the camera panned over to see car and bike hiding behind a rock fixture. When Ally saw the coast was clear, they hid and drove back on the road.

"They're out in force," Jen analyzed. "Something big's going on."

"A hyperdimensional oscillator key is as big as it gets. It's for warping through space."

"I had to steal it away. To stop the aliens."

"From doing what?" Ben asked.

"It'll come to me."

"Helpful," Ally said.

"We do have one advantage, guys," Gwen said.

"What is it, sis?" Becky asked.

"They may need it, but they don't know where it is."

"I do."

* * *

Eventually, the team drove up to the clearing where Tyler crashed the truck and hiked down the mountain to get to the wreckage, armed with the flashlights and said settings on the Omnitrixes.

"I ditched it over here."

The twins shone their lights onto the truck wreckage and the opened door.

"Nice job parking, slick," Kevin said.

"You can't see it from the road. Driving a truck isn't easy," Tyler said.

"Yeah, well it's not any easier than driving a motorcycle," Ally said.

"Or keeping a piece of equipment this size hidden from the aliens," Gwen said.

"We were still wondering about that."

Jen then bowed to Gwen as her telekinesis charm glowed on her arm and she rubbed her hands as she telekinetically pried the doors off of the back of the truck.

They looked inside to see the key still behind a wall and the twins nodded to each other as they slammed their Omnitrixes and transformed into...

"Chromastone!"

"Crystagirl!"

"What are you people?" Tyler asked.

"Superheroes. Get used to it," Becky smirked.

"Let's speed this up a bit," Crystagirl shotued as she and Chromastone blasted a magic beam and an ultraviolet laser into the truck to melt a hole in the wall before prying it open.

"Now let's have a look at this oscillator key," Chromastone said, lighting up the area, only to find a DNAlien hopping down in front of them and Crystagirl gasped when she saw several more DNAliens approaching them.

"Oh, man!" she shouted. "Bummer!"

Hearing the commotion from outside, the others nodded to each other and moved in closer as Kevin stuck his head through the hole.

"Tennyson?"

As soon as the words left his lips, Chromastone and Crystagirl were tossed straight through the truck's wall and into the rocky fixtures as Crystagirl crossed her hands.

"Crystarmum!"

She generated a field of pink crystal around herself that shielded her from the impact as she and her brother stuck their heads out.

"DNAliens! Coming in hot!"

That was when the DNAliens popped out of the truck and roared at the team.

"Figures they would get here first," Becky sighed, pressing her watch as she morphed into Huntress.

"I hear you, _compadre_," Kevin sighed as he transformed into Absorber with Ally and Gwen turning into Matter Girl and Lucky Girl.

"Ready?" Crystagirl asked, summoning her scepter to her hand.

"Oh yeah," Lucky Girl said, encasing her hands in spheres of mana.

"Protect the key!"

"Bring it," Chromastone said as he and his sister ran in to join the rest of the team as Huntress twirled her spear around.

The DNAliens swarmed the team as they grabbed Chromastone and held him against his will until he used his strength to flip them over and blasted them with ultraviolet blasts as Crystagirl formed her scepter into a sword with a beautiful...

"Cyrstem Sabris!" she said as she blasted them with crystal blasts and ducked backwards and hit him with a kick to the head as one raked her shoulder with his claws as she shouted out and glared. "We'll beat you!"

"What good are you? You have pink hair," a DNAlien said as Crystagirl shouted out and sent out a magic blast from her hand, sending the creature falling backwards.

"Jealous?"

Lucky Girl ran in and blasted out with magenta fire blasts from her Fire Charm until one slammed her against the truck with a shout.

Huntress ducked and dodged, swiping and stabbing with her spear and backflipped onto the truck as she flicked out her crossbow and fired an explosive arrow from her quiver that sent the DNAliens flying with a fist pump.

The DNAliens started to surround Tyler just as Absorber absorbed the metal from the truck and slammed their heads together.

Another DNAlien used the tentacles that made up his maw to wrap around Matter Girl and reeled her in forwards as she absorbed the ground's material and she shouted out with a hammer kick to the head as she struggled against the team.

Tyler felt curious and looked into the holes in the truck to see the oscillator key.

Soon enough, Lucky Girl felt herself getting overwhelmed by the sheer amounts of DNAliens that the team were fighting as one grabbed her arms and forced them downwards.

"We are much stronger than you, human. _Much _stronger."

"Yeah?" Lucky Girl asked, wincing at his putrid smell. "Well, body odor isn't everything!"

She used her mana to create two constructs and pulled them in and tossed them away from her.

Chromastone was knocking the DNAliens back with his grunts of effort and ultraviolet blasts before a DNAlien walked up to him with a container.

"You're coming with us."

He then opened the container to reveal a Xenocyte screeching out and it latched itself onto his head.

As the others were also struggling with the DNAliens overwhelming them, Tyler looked at the oscillator key as his memories started coming back to him.

_"Once the oscillator key completes the jump gate, nothing will stop us," _the Highbreed Commander said. _"How long will it take?"_

_"Perhaps a day, master. Perhaps longer," _another Highbreed said.

_"These humans are resilient. But they are degenerate filth. The Highbreed Fleet will pour through and wipe this planet clean as quickly as any other."_

He also remembered the construction of the arch or jump gate and the section of it where the oscillator key went to power it up.

"Right."

Chromastone stood up with the Xenocyte wrapped around his head before he chuckled.

"Psych! Indestructible super-dense silicone, guys!" He pulled the Xenocyte off of him and blasted it apart with an ultraviolet blast. "Nice try, though."

He blasted them all away with ultraviolet blasts as Crystagirl looked to see the DNAliens scratching and clawing at Absorber, pulling his metal armor off of him as she glared.

"Oh no, you don't!"

She shouted out and blasted away with her crystal blasts and flipped her pink locks back.

"You okay?"

"Ugh, no," Absorber said.

"You're it, guy," Huntress said to the last DNAlien with an arrow knocked in her bow as Matter Girl nodded.

"Last monster standing."

"Scum," he said. "There are countless others."

He then ran away full speed before leaping into another truck before placing an ID mask on him as the DNAliens all got up and ran away towards the truck before getting into the back and closing the door as the truck drove away full speed.

"Let them go," Chromastone said.

"Right," Lucky Girl said. "It's the big key we're after."

The team then transformed back as Kevin and Ally dissolved their armor as Tyler looked to them.

"Ben, Jen, I've got it."

"What?"

"The aliens. Not these, the other ones in charge."

"Highbreed," Kevin said. "The big ones."

"Yeah. They're building a dimensional gate in Los Soledad."

"What?" Becky asked, shocked.

"Where are they going?" Ben asked.

"Not _going. Coming! _The whole Highbreed fleet is going to invade and destroy the Earth! I remember!"

"Yeah, and I think I know _why _you remember," Ben said as he reached for his face and ripped off an I.D. mask, revealing a DNAlien underneath!

"You're a DNAlien," Gwen realized, stepping back in shock.

Tyler took a broken mirror off of the destroyed truck and looked at his reflection in it.

"A DNAlien? Me?"

"Of course," Ally said.

"There's no way a regular human could get through a wreck like that without getting hurt," Jen realized, still a little shocked.

Tyler gripped the mirror in his shaking hand and smashed it in his claws.

"But I'm a regular guy."

"They all are at first," Ben said. "The Highbreed use us lesser creatures to do their dirty work."

"The Highbreed called us humans degenerate filth," Tyler remembered.

Kevin then stepped on a Xenocyte as it tried to squirm away.

"They use these parasites called Xenocytes. They slap one on your face, and your humanity gets overwritten with DNAlien code."

"And suddenly, you're not you anymore," Becky said. "They took over an entire town that way. Los Soledad."

"We lost our Grandpa Max," Gwen said. "And me and Becky nearly lost our brother."

"We were there about two months ago, we thought we destroyed whatever they were building," Ben said.

"I guess we were wrong," Jen said. "I guess we only slowed them down."

"Not by much," Tyler remembered.

"But somehow, you got the big key away," Ben said.

Tyler remembered how he was assigned to take the oscillator key away.

_"You know your mission," _a DNAlien said.

_"Los Soledad. No stops."_

He also remembered that when he drifted off the road in the truck and crashed it, he looked off.

"I was _supposed __to _take it to Los Soledad," Tyler said.

"I was wondering how you got it away from them," Ally said.

"But I'm _one _of them."

"No," Ben said. "You've been fighting the reprogramming the whole time."

"Which means they're _all _fighting back," Becky realized. "But somehow, you managed to reverse it on your own."

"That's what we have to do with the other DNAliens," Jen said. "They're still human underneath that skin."

"But first, we need to get the oscillator key out of here," Kevin said.

"Yeah," Ben said. "They'll be back with reinforcements. We could use your help, Tyler."

Tyler remembered the Highbreed saying that the fleet would wipe this planet clean of human life just as quickly as any other.

"Don't worry about me. I'm a monster. Save the rest of them."

He then stepped back and did a running jump onto the truck's side and ripped the metal off with his claws as the others only stared.

"Mr. Healthy outlook," Gwen muttered as the rest of the metal sheets went flying, revealing the oscillator key underneath.

The two Anodite cousins nodded and shot their hands out, sending out some mana tendrils that wrapped around the key before they began pulling with all of their might as Jen severed the mana ropes together and turned to Ben.

"Okay, Vaxasaurian time," she said as they both transformed into...

"Humungousaur!"

"Titanosaurus!"

Later, the team climbed up the mountain and the twins dragged the oscillator key up the mountain with them, helping Gwen as she handled the mana tendrils up to Kevin's car and Ally's bike.

"Drive alongside. We'll drag it," Humungousaur said.

"The glow of the mana will attract attention," Ally warned.

"And a tuning fork the size of a building won't?" Titanosaurus said.

"The clock is ticking," Huntress said. "We've got to demolish this thing! Without it, that hyperspace gate won't work."

"It might be a little late for that," Gwen said as she pointed up to see a large ship that opened its underbelly to reveal tons of DNAliens facing them a a blue laser charged from the inside of the ship before it blasted down to the surface as the twins glared and growled as their bodies grew more spines and started growing in size and stature as they started towering above the rest of the team.

"Head for cover immediately!" Humungousaur shouted.

"That's not a weapon, it's a tractor beam!" Kevin realized as the twins picked up the oscillator key as the tractor beam trailed by them as they all ran off and slid down the mountain as the beam started slowly catching up to them.

"Gwen!" Ally shouted as Gwen put up a large mana forcefield that she augmented with her charm tattoos.

"You got this?" Becky asked.

"I hope so."

To counter this, all of the DNAliens in the ship leaped down to Earth and blasted out lasers from their blasters to hit Gwen's forcefield, raining down hell.

"Crap!" Titanosaurus shouted as Tyler ran off to the frontline and did a somersault before shooting out his slime from his maw, sliming the DNAliens and jamming their weapons as Becky ran out and took out her bow and blasted out a few explosive arrows that detonated once they hit the floor near the DNAliens.

Humungousaur then reached down and picked up Tyler for his own safety.

"Look, I'm finished either way, Ben."

"No. No sacrifices."

Gwen was struggling with assault as her forcefield started to crack and a steady trickle of blood leaked out of her nose.

"I can't do this much longer!"

Humungousaur reached down and placed Tyler next to them.

"Keep calm, Gwen," Titanosaurus said as the twins slapped the Omnitrix cores and transformed into Jetray and Kung Fang in a flash of green and pink light.

They both took flight and avoided the blasts as they came to the sky as Kung Fang took a deep breath and let out a sonic screech from her mouth that caused the DNAliens to hold their ears in pain as they flew up to the ship.

Jetray blasted his neuroshock blasts from his eyes and tail into the ship, knocking down some DNAliens as one blasted a turret at him from the outside.

Kung Fang nodded to him before glaring her sightless eyes as she swooped down and placed her hands on her utility belt and wrapped her wings around her form, divebombing to the hole in the wall before she tossed out some ninja stars and sliced the nozzles off of the blasters as her brother blasted the turret cannon with his neuroshocks.

Meanwhile, Kevin absorbed the rocky wall as Ally absorbed the metal from the oscillator key and ran off as Becky took out her spear and machete as they both ran in as Kevin and Tyler tossed out giant boulders to the DNAliens as Ally formed her hands into a mace and a sword, running forwards and dodging the slime blasts, ducking left and right.

Becky ran forwards and spun, her weapons ducked in close to her as she ducked and ran as she stuck her spear into the ground and swiveled around on it while using her machete to cut the DNAliens and she kicked them away. She then landed on the ground and then slammed the blade's rounded side onto another DNAlien's head, shouting out with a roar of effort.

Ally, however, slammed and sliced with her arms as Gwen kept up the forcefield on the tractor beam as a DNAlien snuck up behind her and stuck his blaster forwards.

"Gwen, look out!" Becky shouted as she reached to her belt and took out her bow, flicking it out as she reached into her quiver and Tyler eyed her as they silently nodded to each other.

Tyler blasted out a slime ball and jot the DNAlien at the time as Becky fired a boxing glove arrow that and they both hit the DNAlien off the side of the cliff.

"Keep it up, Gwen!" Ally shouted as she ducked under a slime blast and nailed a DNAlien with a kick after morphing her foot into a hammer and then landing back as Kevin tossed a boulder that hit another one.

Inside the ship, reinforcements started coming in just before Jetray blew a hole in the floor as Kung Fang sliced through all the slime blasts with her katanas, surprisingly not getting any residue on any of them as she and her brother both glared at the corrupted humans before them.

"How do we shut off the tractor beam?" Jetray asked.

The DNAlien only growled at them as more reinfocements showed up behind them as Jetray gave the deadliest glare ever by firing his neuroshocks out of his eyes and sending the hybrids flying out of the ship in a fiery explosion as they both flew out.

The chaos continued to rage outside as Gwen kept her forcefield up and Kevin, Ally, Becky and Tyler continued to fight and protect the oscillator key

Soon, the former three were tackled and restrained as two DNAliens restrained Tyler by the arms and growled at him.

"We are going to overwrite you, Tyler. And you won't remember ever defying us."

"NO!"

Gwen screamed in pain as every muscle in her body started to feel like it was on fire and her forcefield suddenly shattered as the DNAliens leaped into the tractor beam and the DNAliens also dragged Tyler into it.

"No! Tyler!" Becky shouted.

Tyler looked on as the oscillator key was also sucked up into the tractor beam along with Gwen as her unconscious form was dragged forwards on the ground.

Kevin reached up and grabbed Gwen before she could get too deep into the beam and she fell into his arms as they witnessed almost all of the creatures filing into the ship.

That was when Jetray and Kung Fang swooped in and witnessed the DNAliens restraining Tyler.

"Tyler!" they both shouted.

"Tennyson!" Kevin screamed. "Shoot the mirror!"

They both looked in as Kung Fang sighed and face-palmed. "Why is it that sometimes the right thing feels so wrong?"

They both swooped in and snatched Tyler from the tractor beam as they witnessed the oscillator key fly up into the ship and the doors closed behind it.

They set Tyler down and looked at the ship fly away from them as they sighed.

"We lost," Becky said.

"Hey, tonight wasn't our night," Ally said. "But there'll be other days."

"I new we should've destroyed that thing when we had the chance," Kung Fang said.

"There's got to be another way we can win this war," Jetray said.

"Nice going guys," Kevin said, walking up to them.

"Not sure about your choice, guys," Gwen said. "Now the Highbreed is coming in full force."

"No sacrifices," Kung Fang said as the twins transformed back to human form as they looked at Tyler.

"Yeah, but without them, we can't save the world," Kevin said, dissolving his armor.

"We lost twice. They're going to finish that jump gate any day now and I'm this... thing. It's over."

"That's what you don't get," Ben and Jen said as they nodded and stuck their left arms onto Tyler as the Omnitrixes beeped and the cores popped up.

"What are you?"

"Just wait," Becky said as the Omnitrixes uploaded their human data into Tyler as the Xenocyte fell off of him as it tried to squirm away.

_"Genetic damage repaired," _the male and female A.I.s stated.

Gwen looked at the Xenocyte intensely and shouted out as she used her pink laser vision to blast the DNAlien to dust, killing it instantly.

Becky showed her mirror to Tyler as he looked into it with a gasp at his normal human face.

"This is really me. And I can remember it all! I grew up in Evanston and I was in glee club at high school!"

"And you play the bass?" Kevin asked slyly.

"I do!"

"It's never hopeless," Ben said.

"Yeah," Ally said. "We know what the Highbreed are doing and where they're going to do it."

"There's only six people in the world who know how to stop them," Gwen said.

"And they're all standing in this desert," Jen said as they looked up to the sky, determined to make their best move.

* * *

**Next time on Ben and Jen 10: Alien Force**

**Birds of a Feather**


	32. Birds of a Feather

Kevin drove his car down the road and Ally drove her bike behind him at high speed.

"There it is up ahead!" Gwen said. "Just like your tip said."

"You sound surprised, Gwen," Kevin said.

"We're not surprised," Ben said. "It's just that this whole thing seems a little pat."

"You guys think it's a trap? I can just keep driving."

"No," Jen said, putting her hand on her chin. "Somebody went through a lot of trouble to get us here. And when they want the Omni-Team, it's serious. Let's play it out for now."

Kevin nodded and pulled over by a flipped truck as Ally pulled her bike over as they walked over to the door.

"Your turn, sis."

Ally nodded as she absorbed the metal from the door handle and morphed her hands into blades to slice the door down the bias and they looked into the darkness to see several red lights.

"DNAliens! Coming in hot!" Ally said as they ducked and the swarm leaped out of the truck and Becky glared as she looked to the others.

"Let's hero up!"

They all suited up as they prepared to do battle... however, they all seemed to target Absorber as he gasped and fell down the hill by the road, crashing into the trees before settling in a clearing.

Lucky Girl ran up on several mana platforms and shouted out as her Fire Charm glowed and she sent forth a blast of magenta flames from her hands that blasted into the aliens and sent them flying.

Huntress saw the DNAliens above her on the truck leap into the air and fire down slime balls before she jumped off of Matter Girl's hands as she twirled in the air and managed to hit the DNAliens with her arrows, sending them all flying back as she flipped her black hair out of her face.

The twins then nodded and slammed the cores down, each transforming into...

"Spidermonkey!" they both shouted as Spidermonkey (Ben) leaped up and webbed a DnAlien from his tail and flipped forwards, sending it crashing down into the trees as Jen hooted and flipped on her four arms and then kicked forwards with a snarl.

They both ran forwards on all fours in separate directions, avoiding the slime blasts before Ben climbed up a tree and twirled down it like a pole dancer before blasting the DNAliens with web balls, hitting them back as Jen webbed one DNAlien with a web line before she broke it and used it to knock the DNAlien into several others like a ball and chain, sending them all crashing down as Ben went down beside her.

"Keep it on. It's supposed to be good for the complexion," Ben said as he and his sister high-tened from both the upper and lower right arms.

Soon, another truck came in with more DNAliens armed with blasters as they rained down hell on the team before they climbed up the trees and avoided the blasts as they severed tons of branches.

Soon, Lucky Girl and Huntress were quickly overwhelmed by the sheer amount of DNAliens approaching as they aimed their blasters at the two unconscious young women.

"Two less heroes to worry about."

Soon, who appeared to be Ben in his Spidermonkey form ran up and leaped forwards, landing several hits with his four arms and kicked forwards, sending them all crashing down.

Matter Girl and Absorber were struggling against many DNAliens as well, only for Spidermonkey to blast forwards with web blasts and several punches as he growled.

The DNAliens immediately panicked and ran away, screeching, filing into the truck and driving away from the alien.

Spidermonkey stuck out two hands to the Levin siblings as they smiled and changed back.

"Man, Ben," Ally smiled. "We've never seen you fight like that. In any form."

The Spidermonkey only chittered, confused.

"Ben?" Kevin asked as they looked to the right to see the twin Spidermonkeys groaning and rubbing their heads.

"What did we miss?" Jen asked as she tried to get the knick out of her tail.

"Wait a minute," Becky said as she and her sister walked forward. "If you're not Ben..."

"Then who _are _you?" Gwen asked.

"Another Arachnichimp, obviously," Becky said.

"Tell me this isn't going to be one of those evil clone things again," Ally said, facepalming.

"I don't think so," Gwen said. "Albedo and Alexia are still in prison."

"Are you alright?" the Arachnichimp asked, helping them up.

"Yeah," Ben said. "Fine."

"But who are you?" Jen asked.

"Just someone who saw you two fellow Arachnichimps in trouble and did what any of us would've done."

"Yeah, well, we appreciate that," Ben said. "But we're only Arachnichimps sometimes."

They then hit the Omnitrix cores and transformed back to human form.

"See?" Ben said. "We have these things called the Omnitrixes and we can transform into-"

"-any one of ten aliens each!" the Arachnichimp said. "You're the famous Ben and Jen Tennyson, aren't you?"

"The two and only," Jen said, smiling with a slight proud tone.

"I never thought I'd meet you two."

"We get that a lot," Ben said. "Hey, maybe you can help us stop those DNAliens."

"DNAliens?"

"Those things that attacked us just now were DNAliens," Jen said. "You've never heard of them?"

"No. And I'm sorry, but I can't do anything more for you guys. I've got something important _I _have to do."

"Well, maybe we can help you," Ben suggested.

"You know, you two are everything they say you are. And more," the Arachnichimp said. "If you really want to help, tell me where there's a cryogenics lab around here."

"A what?" Jen asked.

"It's not important. I'll find it myself. I'm glad I got to help you two at least."

The Arachnichimp then climbed the trees and started swinging off into the woods.

"With any luck, my mission will go just as well."

* * *

Later on, the team were hanging out in the Omni-Team headquarters as Ally hit the weight bench with her new championship belt from the fight with Lynn hanging up on the wall behind her as she grunted out.

Ben and Jen were hanging out as they played a game on their PS4 as Kevin looked to them with some kind of device in his hands.

"You know, you never asked me what this thing is."

"We're worried about that Spidermonkey," Jen said.

"Why?" Ally asked.

"He saved our lives," Ben said. "Yours too."

"We repeat our question," Kevin said.

And that was when Gwen and Becky walked in and noticed the device in Kevin's hand.

"What's that, Kevin?" Gwen asked.

"See, guys? _That's _a normal level of curiosity," Kevin said. "It fell off one of those DNAliens. I'm trying to figure out what it does."

"Wait," Becky said. "Grandpa used something like this to clean his ears."

"Yeah," Gwen said. "You press this button here and boric acid solution comes..."

She pressed the button and a drop of acid came out and burned its way through the floor, creating a hole.

"Ear cleaner, huh?" Ally asked, deadpan. "More like ear killer."

"I guess the DNAliens use a stronger acid."

She then tossed the weapon away until it rolled by Ben and Jen as they paused their game and walked off.

"See you guys later," Ben said.

"Where are you guys going?" Kevin asked.

"Just out."

* * *

At the cryogenics lab that was mentioned earlier, the Arachnichimp carried a container of some kind of chemical as he ran forwards on all sixes before he used some skilled martial arts moves on the security guards as they ran forwards and tried attacking. He leaped up and flipped forwards, landing on their heads with a hoot. He leaped up and fired a web line onto the bridge above to swing away.

Unfortunately, a guard used a minigun on the bridge, breaking it from its frame and sending the Arachnichimp crashing down to the floor. The security guards ran forwards with a shout of fury... just before they got tackled by Ben as Goop before Jen swooped down as AeroForce and sent a small cyclone forwards, blowing them away.

"We thought we would find you here," AeroForce said as Goop formed by him.

"It's us, Ben and Jen. What are you doing?"

"I... I need some equipment."

"So you just decided to take it?" AeroForce asked, prepping her wings. "That's stealing!"

"Can't be helped."

The security guards ran forwards and blasted at them before the Arachnichimp blasted forwards with a web rope and reeled a blaster in before he aimed it at them.

"NO!" Goop shouted before he engulfed the monkey alien in his gelationous form and started rolling out as AeroForce blasted forwards with a tornado, which blowed all of the guards present away before she flew out the door with her brother.

* * *

Later, Ben and Jen were sitting at a campfire in the desert by the Arachnichimp as he held the container he stole.

"What are we supposed to do with you, man?" Jen asked.

"Yeah, we owe you one, but you're just a common thief."

"How dare you!" the alien said, pushing Ben back as Jen gasped as her eyes started glowing pink with her anger. "I'm sorry, you're right. I am a thief... but not a common one. My name is Simian. Prince Simian."

"Prince?" the twins asked in unison. "Huh?"

"They call my planet Aranhaschimmia" Simian began. "There's a legend we have about someone named Gefret. He was leading the Arachnichimps against an army of aliens. He was totally outnumbered. It looked hopeless until he saw the light coming from the cave. Inside, he found a crystal refracting light from the enemy campfires. He saw that the cave was really a natural tunnel that led to the aliens' rear flank. He led his soldiers through the tunnel on a sneak attack. They were able to drive off the aliens, but it never would have happened without that crystal. Gefret was crowned King of Aranhaschimmia and the crystal became a symbol of our monarchy. My father, the king, he died suddenly when I was finishing school. But just as I was about to be crowned, the crystal disappeared. The people thought it was a sign I didn't deserve to be king. A military dictator took over."

"So what are you going to do?" Ben asked.

"Prove that I am worthy. I'm going to get that crystal back," Simian said.

"Where is it?"

"Hidden in a fortress. That's why I need that equipment to help me break in. And that's also why the pair of you can't interfere anymore. Understand?"

"Wait," Jen said. "You don't have to steal anything else."

* * *

"But you don't even know this monkey," Gwen protested at the headquarters.

"Besides, what are you going to get out of helping him?" Kevin asked, unsure.

"He saved our lives, remember" Jen said. "We owe him this much."

"And there's something else, guys... he's a kid," Ben said. "His father's gone now and he has to step up. Sound familiar?"

Gwen, Kevin, Becky and Ally only stood listlessly.

"He's just like me!" Ben shouted, only for Jen to elbow him. "Um... us. He's just like us."

"Jen, look," Ally said, laying a hand on her best friend's shoulder. "You shouldn't go off with someone you don't know."

"Oh, we're not going alone," Jen said. "We told Simian we wouldn't go without you guys."

"I guess we don't have a choice at this point," Becky said, standing up from her chair. "Where's that fortress we were talking about?"

"On the moon," the twins said simultaneously as they looked through the window to the night sky.

* * *

Later on, the group was flying towards the moon in Simian's ship as the six teens were trying to practice as Simian explained the layout of the fortress to them.

"Here's the entrance and here's where the robots patrol outside. If we land over here, they won't see us."

"One problem," Ben said. "Me and Jen's Omni-Suits should protect us outside, but the others are going to need pressurized suits to get from the ship to the fortress."

"I don't know if Lisa's upgraded armored suits came with an oxygen supply," Jen said. "She might not have thought about space travel."

"I brought some for them."

"But when Kevin and Ally are in those suits versus their own, they won't be able to use their powers. Becky's the only one who's just as useful since she doesn't have any powers."

"This is the craziest thing we've ever done," Kevin whispered. "And that's saying a lot."

"You didn't go with these guys on that road trip. We had to stop a crazy ghost alien from mutating the entire planet into monsters," Ally whispered back.

"The twins have a lot in common with the prince," Gwen said, pondering. "They've had a ton of responsibility thrown at them from out of nowhere, they're young."

"They all get on my nerves," Kevin said as Becky glared and fingered her belt that contained her weapons.

"Did you hear that?" Simian asked the twins.

"Hear what?" Jen asked.

"Oh, right. Your human hearing isn't as strong as ours."

"They're saying they don't trust me. I'm too young."

"To be honest, I don't blame them," Jen said. "I mean, you did just drop on us from out of nowhere."

"But we trust you. Don't listen to them. I almost never do," Ben said as Jen elbowed him again with a glare.

"I've heard that before. From others."

"Look, Sim," Ben said. "No one thought that two children would be able to handle the Omnitrixes, but we did it. You can do this."

"You're right, Ben. I'll show them. I'll show them all."

"We, Sim," Jen said. "_We'll _show them."

They then all cupped hands and smiled.

* * *

Soon after that, the ship managed to go onto the moon and touched down, stairs forming from the ship's door as Ben and Jen pressed their Omnitrixes and were coated in their Omni-Suits and the others got on their hero suits before getting into the pressurized suits to survive on the moon along with Simian.

Unfortunately for the others, the suits were made for Arachnichimps and not humans.

"So what are we supposed to do with the extra arms?" Kevin asked, holding the limp arms up.

"You never used to have a problem figuring out what to do with the extra arms," Jen smiled with a cheeky grin.

"Or at least, that's what the girls say,"

That was when Jen, Gwen and Becky started giggling under their breath as Ally rolled her eyes.

"Which girls?"

Simian led the team to the moon fortress, which was being patrolled by a good amount of robots.

"These drones are the first line of defense," he explained. "When their radar spots something moving, they make a beeline for it and explode on contact. I can probably dodge them."

"I couldn't," Ben said as they turned to the others.

"Don't look at us," Ally said. "Our powers are useless unless we can touch something."

"And when we're in these literal monkey suits, we can't," Kevin said.

"And my arrows aren't going to be very effective in zero-gravity," Becky said as all eyes turned to Jen and Gwen as they nodded.

"Let's do this right," Jen said as Omni-Green nodded and activated the blaster from his left hand and his energy sword from his right hand as Omni-Pink did the same.

The robots near the fortress examined the area until spotting the heat signatures of the team as they slid down the hill, extra arms flopping limply past them as they did so. The robots then charged forwards.

"Now!" Simian said.

"Right!" Gwen shouted as she leaped up along with the twins, their jumps enhanced by the lack of gravity as Gwen and Omni-Pink sent out mana bolt after mana bolt and Ben shouted out as he blasted forwards with the Omni-Blasts from his suit, ng them as Becky reached into her belt and extended her spear.

"Let's see what I can do in zero-g," she said as she leaped upwards, super enhanced by no gravity as she plunged her spear into a robot before backflipping off of it and slashing and bashing with her spear as she smiled. "Pretty well, actually."

Omni-Green slashed forwards, slicing the robots clean in half with his green energy blades as Jen stabbed downwards with hers as Gwen and Becky turned to them, their friends and Simian.

"Well what are you waiting for, guys? Go!"

"Right!" Ben said as they made a break for the fortress just before more robots came charging in.

"We'll hold them off! Get in while you still can!" Becky shouted as she took an explosive arrow from her quiver and stabbed it into the robot as Gwen blasted another with a mana bolt.

The team then ran inside the fortress as the doors closed. They saw Simian struggling with the lock.

"Help him!" Ally said as they groaned outwards and pushed down on the lock, sealing it shut and opening the doors on the opposite side.

"You can't do this all on your own, Sim," Omni-Green said. "Remember that."

"Yeah," Omni-Pink said. "If I were doing this hero thing without Ben or the others, I'd have been dead by the second day."

The team then walked into the open area and the door sealed behind them and the room was flooded with fresh oxygen, prompting them all to remove their suits, except the twins as Kevin and Ally activated their super suits, becoming Absorber and Matter Girl.

"Whoo!" Matter Girl said. "That feels good."

"Nice to be out of that monkey suit," Absorber sighed. "No offense."

"None taken," Simian said as the doors opened.

"How close are we?" Omni-Pink asked.

"Won't be long now," Simian remarked as he pulled on the wheel that would open the next door as he grunted in effort. "Little help here please?"

The twins then walked forwards and helped Simian pull the wheel open... only for Matter Girl to cross her hands over her throat as they saw the door revealed more robots.

"Okay, screw that!" Omni-Pink said as they closed the door again.

"What now?" Omni-Green asked.

"Us," Absorber said, absorbing the wheel's metal as Matter Girl grabbed Omni-Pink's hand to absorb a small sample of her powers as she ran forwards and blasted forth dark purple balls of mana to match her aura and destroyed several robots as her brother smashed and bashed several of them with little effort now that they could use their powers freely.

"Go!" Matter Girl shouted. "We've got this!"

Simian then took out two communicators and turned to them.

"Kevin! Phone!"

Absorber reached out and took the communicator with a nod before he destroyed another robot with a swift kick.

"No roaming charges?" he asked as Matter Girl shouted out and blasted two robots apart with two lasers from her eyes. "Whoa. How did you learn to do that so quickly?"

"I've been watching my best friend do it for years. I'm adaptable."

Simian tossed the other communicator to Omni-Green and they both ran forwards deeper into the fortress before running into a split road.

"Which way?" Omni-Green asked.

"I don't think it matters."

True to Simian's word, metal walls came crashing down on either side of the three, cornering them inside with no way out.

"Oh crap!" Omni-Pink shouted as she encased herself in a forcefield, blocking the path of the wall as it crashed down from the ceiling as her brother used the enhanced strength that came with his armored suit to help him hold it up as he looked behind him as Simian tried holding up the ceiling as well.

"Jen! Think you can transform?"

"Maybe," Jen said through her effort. "But that would require me dispelling my forcefield. And my alien forms aren't nearly as strong as yours are!"

"Sim, can you reach my Omnitrix?"

"No!" Simian said, reaching out with his tail. "Too far!"

"Great, we're stuck like this!"

* * *

"Ben, Jen?" Absorber asked as he and Matter Girl stood together in a pile of destroyed robots. "Just checking in. Everything's cool on our end."

* * *

The communicator rang in Omni-Green's belt.

_"Ben, Jen? Can you hear us?" _Matter Girl asked.

"We can hear you! Not cool on this end!"

_"Haven't heard from you two in awhile," _Absorber said.

"I said 'not cool!' Get your butts over here!"

"They can't hear you," Simian explained. "You have to hold down the button, which you can't do without crushing the three of us."

"Oh man!" the twins chorused as Omni-Pink felt her forcefield start to crack.

_"Well, guess you would've called if there was a problem," _Absorber said. _"Over and out or whatever."_

"Sis, think you can try your telekinesis on my pocket?"

"I can try," Omni-Pink said as she closed her eyes shut and put a hand to her temple as a pink glow surrounded an object in Ben's belt as he started shaking his posterior.

"What are you two doing?"

Omni-Pink shouted out in effort as the DNAlien ear cleaner fell onto the ground.

"Simian, get that!" Omni-Green said.

Simian reached his foot out to grab the ear cleaner, but just couldn't reach it.

"I can't... wait, I can!"

He shot a webbing out of his tail and grabbed the ear cleaner and looked at it.

"Spray it on the floor!" Omni-Pink screamed as cracks appeared all throughout her forcefield.

Simian sprayed the powerful acid solution on the ground, burning a hole into the floor and the three leaped through the hole just as the ceiling came crashing down on them.

"Any idea where we are?" Omni-Green as as they dusted themselves off.

"This wasn't in the blueprints. But leads are leads. Let's try this way," Simian said before walking forwards along with the twins.

"By the way, where did you get the DNAlien resin remover?"

"Long story," Omni-Pink said, raising an eyebrow as Simian handed it to her brother before she whispered as silently as she could into his ear and he nodded silently to her and she returned the gesture.

They walked forwards... until Omni-Green tripped over a laser wire that the others walked over.

An alarm sounded throughout the area, alerting a sleeping security guard from his sleep.

"Whoa!" he said, fuddling with the controls and readjusting them. "Maybe it's just a short circuit."

He was proven wrong when he saw the three intruders walking through the fortress. "Whoa!"

"Oh! Why me?! Testing, testing, 1, 2, 3! Testing!"

The Omni-Twins and Simian groaned out as the feedback from the loudspeaker screamed in their ears.

"Whoever you are, you need to leave! Right now! I-I'm serious!"

"He sounds scared, doesn't he?" Omni-Green said.

"I'm serious!"

Annoyed, Simian shot a web out of his tail and ripped the speaker out of the wall with it.

"Hey, I have to fix that!"

He noticed the group pressing forwards, despite his threats.

"Oh, dang it!"

He activated a secret compartment of his control station and took a wrench out of it before rushing off, moving to the twins' area.

Speaking of which, the twins and Simian arrived at a large door that was sealed shut with a secret pass code.

"I don't think we can open this thing."

"No," Omni-Green said, activating his Omnitrix. "But I know who can!"

He then slammed the core down, transforming into...

"Big Chill!" the Necrofriggian called as he pressed a hand to the door, sealing it shut in solid ice before his sister looked to Simian.

"Go for it."

Simian ran forwards and punched the door apart, only to reveal the security guard waiting for them, patting his wrench into his hand.

"Now I have to fix that too!"

Simian walked forwards on the walkway on all sixes and glared at the security guard.

"Out of the way."

The security guard patted the wrench in his hand nervously as Big Chill flew forwards and Omni-Pink walked up, unsure, fisticuffs raised in case.

"Ben, Jen, I think this guy needs to... chill out. What do you two think?"

"I think I hate puns," Big Chill scoffed.

"And we don't like to hurt anybody who doesn't deserve it or tries to attack us first," Omni-Pink stated plainly.

"Then I'll do it myself."

Simian screeched loudly as he walked as the guard tried to swat him with his wrench and missed before he was tripped up by Simian's tail, sending him off the ledge and hurtling towards the bottom.

"No!" Omni-Pink said as she threw herself over the ledge and slammed her Omnitrix core down and transformed into AeroForce with a caw, folding her wings at her sides and caught the guard in her talons before flying back up to her brother.

"I don't suppose you kids will tell me what's going on here," he said. "Just a clue, maybe?"

"You start," AeroForce said as she set him back on the ledge. "My brother and I here want answers about what this place really is, dude."

Simian walked into the apparent control room where the fabled crystal sat, resting on a large pedestal in a room filled with glowing yellow lights. Almost entranced, Simian walked slowly forwards and clambered up onto the pedestal and reached out for the crystal, only to be violently shocked by purple lightning, causing him to scream in pain just as the twins ran into the room, having changed out of their suits.

"That's gotta smart," Ben said as he transformed into Chromastone and Jen transformed into Discharge as she transformed herself into electricity and zipped towards the crystal in an instant as Chromastone picked up Simian and tossed him safely to the ground as he and Discharge started absorbing the lightning arcing around them as they both prepared themselves to grab the crystal.

"Ready?" Discharge asked as Chromastone nodded.

They then reached forwards, having a hard time concentrating with all of the energy surrounding the crystal as they both shouted out in obvious pain from overloading before they managed to separate the crystal from its pedestal, crashing to the ground with it on either side, transforming back.

The removal of the crystal, however, caused the pedestal to close and all the lights in the room and the fortress to power down slowly, just before the auxiliary power activated, illuminating the room with blue lights as the twins recovered, obviously and literally shocked from the experience as they walked over to Simian as he slowly got up.

"Sim," Ben said as he walked towards the Arachnichimp. "We got it."

"We had to put it in this container just to be sure there wasn't any residual electricity or radiation," Jen said, holding the container up.

"You know, the three of us make a pretty good team, don't we?" Simian asked, reaching for the container before Jen snatched it away.

"What's the matter?"

"That guard," Ben said. "He was just doing his job. He didn't want to hurt anybody."

"But you were going to _kill _him!" Jen scolded.

"Ben, Jen, there are a lot more lives than his at stake back home. Now give me-"

"No way," Ben said. "If you're really trying to make your planet a better place, you can't start out by murdering someone."

"*sigh* You're right. All I ever wanted to do was lead. But if I have to sacrifice my principles to become a leader, I'll never be a good one. Thanks, guys."

"You're welcome, Sim," Ben said slyly. "But that sounded a little pat."

"You know... phony?" Jen smirked.

Simian screeched in anger as he charged after the twins as they nodded and Jen tossed the container out of Simian's reach before she blasted out her mana laser eyes at him, blasting him back as Ben tackled him and Jen joined in the dogpile as they all struggled against each other and Jen slammed him against the wall in anger, her eyes blazing pink.

"You don't deserve to be king!"

"You idiots! I made up all that stuff! Do you two know what this place really is? It's an intergalactic communications center and the crystal is its power source! Once it's gone, no one's gonna be able to call for help when the Highbreed invade your miserable worthless planet!"

"Not while we're around!" Ben said, landing a strong punch to the monkey alien before tossing him away and he ran for the container holding the crystal.

"Sorry, Ben. That crystal's leaving here with me," Simian smirked as he avoided Jen's mana blasts and Ben went for his Omnitrix.

"Let's see what Humungousaur has to say about that-"

Unfortunately, Simian saw this coming and webbed Ben's left arm with his Omnitrix and used his strength to toss the screaming Ben into his sister, sending both crashing into the wall, unconscious.

"I don't think Humungousaur has anything to say."

Ow," the twins both groaned out.

That was when simian ran out of the room and started sprinting back to his ship, past Kevin and Ally, who had changed out of their suits and were waiting patiently as Kevin popped his bubble gum.

"Hey, Sim, where's the twins?" Ally asked.

"Right behind me."

That was when the door to the hanger closed behind him and the Levins looked back to see the twins not coming.

Simian had changed into his space suit and ran towards his ship just as Gwen and Becky had finished up with the robots and looked at the Arachnichimp just as he got to his ship.

"What are you doing?" Gwen asked.

"Yeah, where's the others?" Becky asked.

"I, um, uh... aw, forget it," Simian gave up as he shouted out and slammed the sisters with his three free fists, sending them crashing against the moon's surface.

Becky prepared an arrow from her bow and Gwen prepared a mana blast just as Kevin and Allly came up and stopped them.

"Gwen, it's okay," Kevin said, having changed into his space suit. "Let him go."

"What do you mean, 'let him go'?! How are we supposed to get home?!" Gwen shouted as they all witnessed Simian depart in his ship.

Ben and Jen ran up to the group with satisfied smiles on their faces.

"Lou's going to let us use his shuttle," Ben said.

"Who's Lou?" Becky asked.

"The techie who runs this place," Jen said. "We saved his life and he told us what was really going on."

"Of course, the pair of us were already suspicious when Simian knew what the DNAlien ear cleaner was even though he said he'd never heard of the DNAliens."

"Yeah," Gwen remembered. "But the prince, he's got the crystal now and-"

"One, he's no prince," Ben said.

"And two... you mean _this _crystal?" Jen asked slyly, spinning the crystal on her finger. "I'm not always such a goody two-shoes, am I?"

"My sister can get really sly and sneaky when she needs to. She's a bit of a short fuse," Ben said, jabbing her arm.

"But wait," Becky said. "If you two have the crystal..."

"Then what does Simian have?" Gwen finished.

Ben and Jen smiled to each other and started laughing in hysterics.

* * *

Back on Earth, Simian was meeting the Highbreed Commander after landing and presenting him with what he thought was the container that held the crystal that powered the communications center.

"I'm telling you, these Tennyson Twins are _so _overrated. I tricked them into helping me steal the crystal and they never had a clue!"

"Sounds like you made real monkeys out of them," the Highbreed Commander said as he opened a chest that held several gold bars. "No offense."

"Offend me all you want as long as you keep paying me like this."

That was when the Highbreed closed the container.

"First, I'd like to see the crystal."

"Of course."

Simian took the container out and handed it to the Highbreed Commander, who opened it, before gaining an invisible disappointed look on his face.

"What is this? A joke?"

"A joke?" Simian asked, crawling up onto the rock beside the Hihgbreed. "What do you mean?"

Simian's eyes widened and he gasped in horror when he saw what was actually inside the container: the DNAlien ear cleaner! He had been completely duped by the twins!

He backed up in fear as the Highbreed walked towards him and he slipped off the rock into the desert.

"T-this is a mistake!" Simian cowered in fear.

"It certainly is. We distinctly told you to bring us the crystal," the Highbreed said, holding up the ear cleaner. "You didn't hear us. Maybe you need to have _your_ ears cleaned."

That was when the Highbreed Commander activated the powerful acid on Simian's ears, causing him to screech in pain as the camera shifted upwards to the night sky.

* * *

**Next time on Ben and Jen 10:**

**Unearthed (aka Birthday Babysitting)**


	33. Birthday Babysitting

Inside of the great kingdom of Cinnibar, there stood the royal palace, inside of which housed the Scarlet Army, whose soldiers came from all across the multiverse and were the most loyal and ruthless in such multiverse.

The ruler of this palace was Queen Scarlett Katherine Felchenerow, also known as the Scarlet Warrior, an immortal warrior who is one of the most powerful. She was also the guardian of Jen Tennyson as well as her brother and friends. One of the top ranking members of the Protectors, this woman does everything in her power to protect and serve Cinnibar and her people as well as the entire multiverse.

She was currently naked in the palace's spa room, getting a relaxing massage from her handmaidens with her private parts wrapped in a towel and she sighed contentedly, relaxed at the smooth motions of her handmaidens hand movements against her muscles.

Soon, her enchantlet started ringing on the stand next to the warrior queen's table and her handmaidens gasped as the Enchantet projected a hologram of Princess Celestia of Equestria, Queen Hippolyta of Themyscira, Pink Diamond of Homeworld and Queen Angella of Bright Moon in a circle around her as she looked up, surprised at her four leaders before her.

"Celestia? Hippolyta? Pink? Angella?" she asked confusedly as she waved her hand, signalling her handmaidens out of the room as she wrapped her enchanlet around her wrist and walked over to the curtain to change back into her royal dress.

"Oh my," Pink Diamond said, shocked as Scarlett tossed her towels over the curtain and closed it as they saw her silhouette getting changed into her usual clothing.

"We're so sorry to intrude on your privacy, Scarlett," Celestia stated, a blush on her face for three seconds before she hook her head. "But we have a very important announcement."

"This better be good for the four of you interrupting my very limited relaxing time," Scarlett said, stepping out from the curtain to reveal her absolutely stunning royal dress as she sighed and set her crown back onto her head and adjusted it before slapping herself in the face and straightening herself out and stretching her muscles from the relaxing treatment. "And where's Billy, Arthur and Stephen? Aren't they supposed to be a part of your council since they're the successors of the deceased original Protectors?"

"Well, Stephen is busy overseeing the training at the Sanctum Sanctorum, Arthur is taking care of business in Atlantis and Billy... has family matters to attend to," Angella said, smiling.

"How's Glimmer, Angella?"

"She has made a fantastic queen since I returned home thanks to those teleporter enhancements that your blacksmith Bismuth made to the Protector's enchantlets. Bright Moon is in good hands."

"Now onto business," Hippolyta said, crossing her arms. "As you might know, Your Highness, today is the sixteenth birthday of your charges, Ben and Jen Tennyson."

At that, Scarlett's eyes went as wide as dinner plates.

"Oh man. I've been really busy with ruling over Cinnibar, managing the Scarlet Army's missions and business with Protectors. I must have forgotten about it in the mix."

"No matter, Scarlett," Pink Diamond stated, sitting back. "The time has come to inform Jen of her true destiny as the Master Spark."

"Of course. Let us do it tonight at their partying when her family is all together. It involves them too."

"Okay," Scarlett said. "Let's do it. Tonight."

"Tonight," the council all chorused in agreement before signing off.

"I don't know if poor Jen is ready for this," Scarlett told herself. "But it's destiny and a pact is a pact."

* * *

Inside an unknown area, a large figure groaned and opened its eyes, shuffling the nearby rubble off of itself and started walking off, taking notice of the lowing machinery blinking close by and the figure groaned out, prying the door open with its immense strength, revealing the location to be a DNAlien mine.

He then walked through the tunnels, the DNAliens not taking notice of it as it walked by, drill and mining at the golden gems in the caverns and loading them into the mine carts nearby. There was even a giant mechanical drill going at the cavern before stopping to reveal a large alien spaceship.

"It is not one of our ships, sir," a DNAlien told his boss. "The workers found it here."

"The excavation project must proceed. The Highbreed have so ordered: nothing will stand in our way."

"As you say, sir."

The large drill continued its work and the figure started walking off again before looking at its reflection in the metal of the ship, revealing it to be a large green-skinned alien with a hulking figure and white glowing eyes and sharp fangs.

Later on, the DNAliens gathered at the entrance of the mine beside the ruined drill, obviously destroyed by the ship it failed to drill into.

"You, you and you," the captain ordered to his underlings. "Get some heavier equipment back into the mine. Go now!"

"Yes sir," the DNAliens said as they ran off.

The DNAliens started drilling at the ship again, only for the drill end to break off from the density of the ship's metal and the DNAliens holding it tossed them into a pile of wrecked drills.

The green alien, witnessing this in horror, broke the apparent coupling power source off of the charger the drills were connected to, causing the drills to power down and the lights to turn off inside the mine.

"The power coupling's gone bad."

"No, sir. The coupling's missing!"

The green alien wandered off into the mine before seeing the tunnel exit and winced to see the night lights of Bellwood shining brightly. Mesmerized, he ran off to the area, only for the wooden boards lining the broken mine track, causing him to fall to the desert ground. He recovered and continued his run to the city.

* * *

Later on, a family was driving on a road by the desert and gasped when they saw the green alien in front of them and immediately swerved and pulled over by the area and glared.

"Come on, let's go! Go, now!" the father shouted as he turned the ignition to get away from the roaring alien, but not before said alien broke off the attachment to the tank carrying a bunch of packages to the back of the car.

The alien then dumped the packages out and placed the power coupling into the tank before walking down the road again.

* * *

In Bellwood, the alien had also gathered a ton of everyday stuff like road signs and machinery. It then saw the swinging stoplight and grabbed it, mesmerized by the light, but disappointed when the light died out. He stepped on the light, destroying it further before walking off again.

* * *

The next night in the desert, Kevin and Ally drove their vehicles along the road by the desert with Gwen using her tracking spell on the broken spotlight to track where the alien came from.

"Some birthday party," Jen groaned as she sat alongside her brother in Kevin's car with Becky in the front seat and crossed her arms as they advanced slowly. "Please explain to me why we're celebrating the day of our birth in the middle of the desert?"

"Well, we're superheroes, sis," Ben said. "And a hero's work is never done, even on their birthday."

"I get that, bro," Jen said. "But we shouldn't have to today of all days. It's our Sweet 16! Well, mine more so because you're a guy, but come on! This is one of the most important birthdays in a girl's life!"

"I know that. I want a great Sweet 16 too," Gwen said to her cousin. "But what can we do?"

"So, Becky," Kevin asked, quickly wanting to change the topic to avoid Jen's understandable frustration. "What's it like having your birthday two days after Christmas?"

"Well, it has its ups and downs, as my sister or our cousins would tell you," Becky said, hand on chin. "The four of us have to get each other gifts for two holidays two days apart. It's kind of double the birthday gifts from each other since our parents can't afford to get that many gifts that close together. That's why we have each other."

"I know it sucks that we can't get more than one gift from our parents because of that, but that's the way the ball bounces sometimes," Ben said, smiling and jabbing her.

"I know," Gwen said. "It's nice spending your birthday with someone else now that we live here and I had to spend five years with a birthday all to myself."

"By the way, Ally," Jen said. "Thanks for that Christmas present you got us earlier."

"You mean my old freeweights I got you two? Wait until you see my gift for your birthday this year. But it's not the price, it's the thought that counts. And that Chopped chef jacket you got me was great too."

"Gwen and I got Backstreet Boys CDs and an MP3 player from you," Becky stated. "Can't wait to see what the four of us got at our party tonight."

"I know. It's our parents gifts since they double as a Christmas gift and a birthday gift," Ben said as they looked to Gwen as she levitated in a meditative state with a pink aura surrounding the destroyed stoplight.

"I'm definitely getting something, guys," Gwen stated. "The mana trail is getting stronger and stronger."

"You said that, like, two hours ago, Gwen?" Kevin said.

"Trying to concentrate, Kevin."

"Let her do her work, Kevin," Jen said, sulking in her seat. "Because right now, I can't."

"Let her work on what? It's a wild goose chase."

"I don't think so," Becky said. "All those reports of a monster running around here and wrecking stuff?"

"That doesn't mean it's the DNAliens, Becky," Ally stated. "It could be anything. Even a bear that escaped from the zoo."

"It can't be. There's no reports of any animals breaking out of any zoo in California."

"Then it has to be the DNAliens," Ben said. "What else besides us or any of the Plumbers' kids we've recruited could be strong enough to tear down a traffic light?"

"And the DNAliens are mad at the traffic light _why?"_

"Yeah, we're still working on that," Jen said.

"Hold up, guys," Gwen said, stopping and dropping the traffic light. "I got something for sure. It's cllse."

"Everyone out," Kevin said as he and his sister pulled over and parked in the desert sands.

Jen nodded and picked up the traffic light before levitating it herself and getting the mana on it before she started sniffing for a familiar mana sense.

"Over there," Jen said, pointing to the right to see the green alien waling with the tank he was using as a wagon for his collectibles stop before a cactus.

The alien grabbed the cactus before backing off and groaning in pain as it pricked itself with the cactus' spines. It then grabbed the cactus straight out of the ground and swallowed it whole before gagging as it pricked its tongue on the spines. It then picked up the DNAlines' power coupler before an arrow zinged by it.

"Drop it!" Ben shouted as he and the others ran forwards, up until the alien swung the power coupler like a flail and the team, minus Gwen, all dodged it and hit the ground on their shoulders.

"To be fair, you did tell him to drop it," Kevin said, shrugging.

The alien marched forwards and picked the power coupler back up and took it, cuddling it to his cheek as the others stood up.

"He's not very DNAlien, is he?" Jen asked, raising an eyebrow.

"That looks like Highbreed tech though," Kevin said. "So maybe he's working for them?"

The twins then looked over to the alien's wagon and raised an eyebrow each.

"What's he trying to build with all this stuff?" Jen asked, confused as she picked up a piece of metal.

The alien roared outwards and tried tackling them and they gasped before backflipping onto the ground and prepared their Omnitrixes for transformation.

"Listen, we don't want to hurt you," Jen warned. "Drop the weapon and give yourself up!"

"You're going to have to read him his rights first, Tennyson," Kevin said, absorbing a rock's material and then he leaped forwards. "Just take him out!"

The alien, however, swatted him with a backhand and sent him sprawling away for about 20 feet.

Ben slammed his Omnitrix down and transformed into...

"Humungousaur!"

The Vaxasaurian matched the alien's size and Jen slammed her Omnitrix down and transformed into...

"Rockette!" the Zepplian shouted, giving the rock-on sign and sticking her tongue out before her guitar appeared in her arm and she leaped up onto her brother's shoulder as she prepared herself as she played herself a little solo without activating her powers.

The alien ran forwards and tackled Humungousaur in a manhold and Ben struggled to break free as Ally smirked.

"Aw, I think he likes you."

"Not funny, wanker!" Rockette shouted as she leaped up and played out a sound wave that blasted the alien off her brother before she landed on the ground and spun it with a glare.

Humungousaur swatted out with his tail and slammed the alien in the head before slamming him with a left hook, sending the alien skittering backwards with a roar, sending him skittering back really far on his butt.

The alien, surprisingly, started sobbing right in front of them.

"Eh?" Rockette asked as she walked up, unsure.

"Oh, come on! I didn't hit you that hard."

The alien looked over to his right and saw one of the yellow gems the DNAliens were mining earlier and giggled, grabbing it.

"He's going for a weapon!" Becky shouted.

Humungousaur ran up and smiled.

"Don't have much of an attention span, do you?"

He swatted the gem away, causing the alien to get upset and it slammed its hands against the ground before getting up and slamming Humungousaur back.

"Okay," Rockette said. "Time to beat on the brat!"

She then fired a laser from the neck of her guitar, hitting the alien as Ally morphed her hand into a mallet and slammed upwards, sending the alien skittering back once again.

The alien then walked over to the road and Becky looked up, flicking her spear out.

"He's getting away!"

The alien then tore the road barrier off of the side of the road and Humungousaur swung a punch and missed as the alien wrapped him up in the metal barrier.

Humungousaur snarled before growing into his 60-foot state and breaking the barrier from around him.

The alien then gasped in horror and ran away in fear with a whimper... just before it was blocked by three mana walls and they looked to see Gwen glaring from above on a mana platform.

"I leave you guys alone for five minutes and this is what I get?"

Gwen then sent more mana walls to block the mana alien as Rockette and Becky ran by, pointing their weapons outwards before Humungousaur shrank back down and the alien gained a soft smile on his face as he looked at Gwen and her human form dissolved to see a magenta-skinned Anodite with waving pink tendrils floating around.

The green alien mumbled innocently as Rockette looked confused.

"Eh?"

"Is that monster for "I give up?" Kevin asked.

"Do I look like I speak monster-ese?" Humungousaur asked as all present teammates looked at him and raised an eyebrow. "Oh, right."

"I think it's calming down," Gwen said as the monster cooed. "I think the fight's over."

That was when the monster smashed through her mana wall and grabbed her, lifting her up.

"Gwen!" Becky and Kevin both shouted.

"Put her down!" Ally shouted just before her best friend blocked her with her guitar.

"No. He'll squish her," Rockette reported.

"I don't want to be squished!"

"Well we've got to do something," Becky said.

The alien looked at Gwen, still seeing her in her Anodite form as her voice echoed.

"Put me down now!"

The alien mumbled and then gently set Gwen down on the ground.

"Thank you."

"Okay, you guys hit him high, we'll hit him low," Ally said, cracking her knuckles.

Humungousaur, Becky, Kevin and Ally charged forwards, just before they were blocked by a mana wall.

"Don't hurt it."

"Why not?" Rockette asked, running up. "Look at all the chaos it's caused."

"I think it's just a baby. It doesn't know any better."

"It squished you pretty hard, Gwen," Becky stated.

The team looked up to see the alien teething on the power coupler like a rattle.

"No," Humungousaur said, slapping his Omnitrix as his sister did the same, transforming back to human form. "All that random stuff it was stealing from town, it's not building anything with it after all."

"She thinks they're toys," Gwen said. "Look."

The alien twisted the power coupler and spun it around like a top, giggling at it.

"Wait a minute," Jen asked. "She?"

"What makes you so sure it's a girl?" Ally asked.

"Yeah, if it were a girl, it would have a pink bow on its head or something," Kevin said, dissolving his armor as Becky sighed.

"You didn't pay much attention in Health Class, did you?"

"Listen, Gwen," Ben said. "We can't really be wasting time babysitting this thing."

"Yeah," Jen stated. "We've got a party to prepare for. We only get one Sweet 16 and I really want today to be perfect."

"She needs our help, guys," Gwen said. "We can't just leave her wandering alone in the desert."

"Needs our help?" Kevin asked and they looked at the alien stacking rocks on top of each other to form a tower and giggled and clapped her hands.

"Come on, Gwen," Becky said. "It's your Sweet 16 too. We had a big day planned already and you know how upset Jen gets when something as big as this doesn't go her way."

"I don't blame her," Ally said. "Besides, even if it wasn't your sixteenth birthday, we're on a mission of intergalactic proportions and this creature has nothing to do with that."

They heard a whirring of motors and looked to see the DNAliens moving in on their hovering machines.

"There's the creature! And there's our power coupling!"

"And now it does," Gwen said.

"We should've known you had something to do with this, Tennysons!"

"Us!?" Jen asked. "Look, the last thing we need right now is you ruining our birthday. So can we _please_ save this for tomorrow at least?"

The DNAliens responded by firing out their slime blasts, which Jen blocked with a mana shield as she sighed.

"I'll take that as a 'no.'"

The alien looked to his side to see Jen in her Anodite form throwing balls of mana outwards as Gwen blocked the slime blasts with her own mana shield. She smiled and ran forwards, slamming a DNAlien with an uppercut and sending him flying to a cliff nearby.

"Whoa," Becky said, impressed.

The alien was blasted with several slime blasts to his chest and she was eventually covered in slime from the neck down. She struggled to break free and Gwen looked on before blasting the slime with a mana blast, freeing her.

Kevin then smirked and picked up the power coupler.

"This what you're looking for?"

Hearing him, the DNAliens and the alien ran for him, only for the formers to be shot away with Becky's arrows.

"Hey, birthday girl!" Ally said. "How much do you like party games?"

"A lot," Jen said.

"Then how about keep away?!"

Kevin tossed the power coupler forwards to Gwen, who caught it, causing the creature to run towards her with a shout and she tossed it to Becky, catching it as she witnessed the DNAliens running towards her.

"Ben, heads up!" she shouted, tossing the power coupler to her cousin, who caught it and saw the DNAliens running in towards him.

"Better split up, guys," Ben said as he dialed his Omnitrix and transformed into...

_"Echo Echo!"_

The Sonorosian split himself into four copies and ran off with the power coupler in several different directions.

"Retrieve the power coupler. We'll deal with the thief later!"

The DNAliens ran after the copy holding the power coupler in hot pursuit, only to be blasted back by his duplicates' sonic screams. The final DNAlien avoided them and was right on top of the one holding the coupler.

_"Uh-oh."_

Luckily, he was blasted by another sonic scream just in time.

_"Thanks, you guys," _Echo Echo said.

_"No problem!"_ his duplicates said.

"Bro, what did we say about you talking to yourself?" Jen joked as the duplicates merged back into one and Ben transformed back as the others and the creature walked back to him.

The creature then mumbled incoherently to our heroes as he held out his hands.

"Okay," Ben said, handing the power coupler back to her.

The creature then giggled roughly, shaking the coupler like a rattle.

"We've got trouble," Ally reported. "If the DNAliens need that power coupling, they'll be back in force."

They looked up at the creature nibbling on the coupling.

"Not to mention, we have _no idea _what we're going to do about that."

_"Her," _Gwen corrected.

"Whatever," Jen scoffed.

"Well, do you want to stand around here arguing about it or do you want to help me hide her?"

"I'd like to keep standing around," Ben said.

"I'd like to keep arguing about it," Kevin said, jabbing his sister with a smile.

"Obviously, the two of us want a great sixteenth birthday more than you do, Gwen."

Gwen glared at her teammates sternly.

"If you don't want to know our answer, don't ask," Becky smirked.

"Obviously, the three of us want a great Sweet 16 WAY more than you do, Gwen," Jen said. "So we're going back to town to celebrate it with or without you."

Unfortunately, Gwen knew her cousins' greatest weakness and then stuck her lip out in a pout and gave her the puppy dog eyes, holding her hands up to her chin in a grasp.

"Oh no!" Ben said, starting to break.

"Not the baby doll eyes!" Jen said, holding her hand to her chest as her heart started to heave. "Alright, fine!"

* * *

The creature was throwing a hissy fit back at the headquarters later in the morning, tossing the papers and tech all over, only to be caught safely with the Anodite's telekinetic powers.

"Your turn, Gwen," Kevin muttered.

"It's always my turn."

"You're the one who wanted to help it."

_"Her!"_ his teammates all corrected.

"Do I look like I care?"

Gwen got up and Ben looked to see his sister looking quite depressed.

"You okay?" Ben asked as he saw Jen sitting in the corner with her knees up to her head as he walked over.

"I'm fine," Jen said as her brother sat next to her. "It's just that this was supposed to be our special day. You know, the big 1-6."

"I know. It's one of the most important birthdays in a girl's life."

"It's an important birthday for you too, bro. I wanted to have a great day hanging out with you and our cousins today before our party tonight, but instead, we're spending it babysitting a baby alien."

"I feel your pain, sis. But that doesn't mean today has to be a total loss."

"Don't you want to hang out with Julie just like I want to hang out with Justin today?"

"We've still got 18 hours of birthday time left. In fact, I'll call them over right now," Ben said, whipping out his phone and dialing them in as Jen did the same. "We can still celebrate with our others."

"I guess you're right. It's just not going to be exactly how we wanted," Jen sighed, dialing in her boyfriend's number.

Gwen walked up to the creature and as it lifted Kevin's car up and started nibbling on the hood.

"What are you doing?!" Kevin shouted. "Why does this keep happening to me!?"

"Don't put that in your mouth, you don't know where it's been!" Gwen scolded.

Kevin ran over to the front of his car to see the huge bite mark in it and it started dripping fuel from the exposed engine.

The creature burped loudly and a scowl scrawled its way across Kevin's face.

"That's it! Out!"

"She's just a baby, she didn't know!"

"Gwen," Becky said, marching over to her sister. "As much as the three of us hate siding with Kevin, Tiny has to go back where she came from."

"Seriously," Ally said, crossing her arms. "You weren't planning on keeping her, were you, Gwen?"

"It doesn't matter," Ben said. "We're stuck with her until nightfall anyway."

_"What?!" _Jen asked. "What do you mean until nightfall?!"

"Yeah, get her out of here while I still have some car left!" Kevin shouted.

"If we take her outside during the day, she's a big old moving target. For the DNAliens and everybody else in town," Ben explained.

"I don't think she can see so well in the sunlight anyway."

They then heard a massive crash and looked to see a ton of equipment on the floor.

"That would explain why she only rampaged at night," Becky realized.

"Okay," Gwen said. "Tonight we'll get Tiny to lead us to wherever she came from."

"She really will be safe in here," Jen said. "But she has to stay here for now. We'll take shifts watching her between going out. We're celebrating a great birthday today, like it or not."

"I guess you're right."

A few minutes later, they heard a horn outside and the twins walked out to see Julie and Justin in Justin's car with Ship in a backpack form on Julie's back as they smiled and walked down to see their others.

"Hey," Jen said as Justin hugged her and gave her a kiss on the cheek.

"Hey, beautiful. Happy birthday," Justin said.

"Oh, you," Jen said, giggling as Ben gave Julie a big hug and Julie gave him a kiss on the cheek.

"Happy birthday, babe," Julie said as the twins got into the back of the car.

"To the arcade!" Ben said as Justin drove off.

"At least I get to celebrate some of how I wanted," Jen said as they drove off.

Kevin and Ally looked on as Tiny walked off and lifted up Kevin's car.

"Oh, come on!"

"I'll buy you a new one?" Gwen asked innocently.

* * *

At nightfall, after the Omni-Team was through celebrating and taking shifts, they snuck over to the DNAlien mine with Justin and Julie joining them as they snuck by.

"So this creature you've been babysitting," Justin asked, raising an eyebrow. "She came from a DNAlien mine?"

"Looks like it," Jen surmised.

"Well, however she got here is obviously in that mine," Julie said, getting her game face on.

_"Ship, ship," _Ship said in agreement.

The twins looked on to see three DNAliens talking with each other and they saw Tiny look up from behind them with a nod, catching their attention. But before they could do anything, Tiny ran up and swatted them with the power coupling like a mace.

"Whoa," Becky said, raising her eyebrows, shocked.

Tiny raised her finger to a direction.

"This way," Justin said as they all went into the direction.

The team snuck through the mine and ducked behind the rocky pillars to avoid the DNAliens looking through them before stopping at a clearing.

"Look," Ally said as they saw a giant ship in the distance.

"Looks homey," Kevin said before turning to Tiny. "Okay, guess this is goodbye then. Have a nice life."

Tiny only grunted, confused.

"Worth a shot."

The team then began sneaking their way through the mines, avoiding DNAliens once again, rushing their way to the ship.

Once they reached the opening, they saw the DNAliens working with a large machine that basically used a laser to break away debris.

Tiny raised her head and walked forwards as Ben and Jen went for their Omnitrixes and Becky prepared her crossbow, clutching at that part of her belt.

"You guys stay out here and guard the door. I'm going in," Gwen said.

"Good luck," Ben said.

"Be careful."

Gwen snuck her way into the ship and looked around, seeing nothing until she heard Tiny's grunting. She went into the opening where the grunting grew louder until she saw Tiny sitting in front of the ship's stasis pods, laying the junk she brought in from Bellwood, laying the power coupling by them.

"Oh, wait a minute. Were you _inside _the stasis pod?"

Tiny then looked at the two pods and felt at them, concerned.

"Your parents. I bet your parents are still inside their pods."

Unfortunately, Gwen and Tiny felt a very harsh rumbling from outside as the DNAliens continued drilling at the debris surrounding the ship.

"On my mark," the captain said as they prepared the laser.

"Gwen!" Kevin shouted.

"Let's do this," Becky said as she took the cylinder out from her belt and unfolded it into her crossbow. She looked through the scope of it as she knocked an arrow and blasted the pilot out of the laser cannon.

The twins looked at each other and nodded as Ben transformed into...

"Chromastone!"

He ran in front of the laser and absorbed its energy, protecting them.

The DNAliens took notice of this and ran forwards and leaped off of the rocky crags.

"We _so _do not have time for this," Jen said as she crossed her arms and transformed into her Anodite form with a shout of effort and Justin looked stunned as this was the first time he saw her like this.

"Whoa," he said, impressed. "Is it just me or do you look even prettier like this?"

"Fight now, compliment me later," Jen said as she flew forwards and stood back-to-back with her brother.

"Blast them!" Chromastone shouted as Jen shot out mana beams from her hands and her eyes with all she could as her brother blasted all the DNAliens back with ultraviolet blasts, sending them all flying back into the wall.

The twins looked to see more DNAliens running in and Kevin and Ally walked up and absorbed the metal from the ship as Justin ran in and gave a few strong punches and kicks to the DNAliens, knocking them down as Jen turned to him and smiled, widening her eyes.

"Whoa. You've got some moves," she slyly said to her boyfriend.

"I've been taking martial arts classes for a few years now," he said before backflipping and nailing a DNAlien with a roundhouse kick.

"Go get them, Ship," Julie said as Ship dissolved from his backpack form.

_"Ship, ship," _her Galvanic Mechamorph pet said as he jumped out and merged with the laser, blasting at the DNAliens and sending them scattering away screaming.

Kevin absorbed the metal from the ship and ran in, slamming the DNAliens down and lifting boulders from the ground and tossing them at the Highbreed's minions as his sister ran in and pulled off her kickboxing moves to send them crashing to the ground.

"Alright, who's next?!" she asked.

Becky slammed her watch and transformed into Huntress before she ran in and gave a few well-placed kicks before slamming them with her spear and she fired an explosive arrow out to send them flying back.

The mines pretty much dissolved into absolute chaos soon after with energy beams, lasers and arrows flying everywhere.

"What are they all doing down here?" Chromastone asked as Matter Girl absorbed the ground and morphed her hands into sledgehammers.

"You mean _besides _trying to clean our clocks?" Kevin asked.

The ship's hatched opened to reveal Tiny holding the power coupling as a DNAlien grabbed a shock rod and used it on Ship, who howled out in pain.

"Ship!" Julie asked as the Galvanic Mechamorph limped off of the laser and into her arms, digitally groaning in pain.

"Fire!" the captain said as a DNAlien ran forwards and got onto the laser, blasting it at Tiny and hitting her point blank.

"NO!" Gwen shouted.

Jen flew downwards as Chromastone absorbed the blast and she shouted out as the runic tattoos appeared on her arms and legs again and it seemed like the tendrils that made up her hair started to flicker like fire.

"Leave the kid **_ALONE!" _**she shouted as she and Chromastone combined a large mana blast and powerful ultraviolet blast, hitting the laser point blank and sending it flying away ,crashing into a mine track, destroying it.

Tiny groaned in pain to Gwen, who glared in fury to the DNAliens before she ran forwards, sending out mana disc after mana disc, sending them flying away screaming before she started ascending on mana platforms. She then blasted all of her energy beams, eyes and tattoos glowing with enhanced magic power with her hair levitating in the air, at the stalactites lining the ceiling, sending the rocky spikes crashing down to the ground, sending the DNAliens running away.

"Retreat! Retreat!"

Gwen then started panting as she calmed down as Jen flew down and transformed back, panting heavily from the amount of energy she just used.

"Whoa," Kevin said.

"Something to think about the next time you get into an argument with her," Ally whispered.

"Duly noted," Becky whispered.

* * *

Inside the ship, the team gathered inside with Tiny, seeing the gathered stuff from Bellwood inside the area by the stasis pods holding her parents.

"What do you think she's doing with all that stuff?" Chromastone asked.

"When she woke up and her parents weren't around, she went outside to town and gathered tons of stuff that she thought could help."

"You mean like us?" Jen asked.

"You know, for a baby, she's pretty smart," Justin said.

Kevin stood by an open panel, working on the wires inside before they sparked out.

"I think I got the stasis pods control panel working."

"Julie," Becky asked. "If you would please?"

"Go help him, Ship."

_"Ship, ship."_

Ship then oozed over to the control panel and merged with the wiring on the statis pods control panels.

"Okay, now wake them up," Gwen said.

Kevin then plugged the stasis pod power in with Ship enhancing the power, causing the stasis pods to open, revealing two more aliens exactly like Tiny, only larger.

Ship demerged from the control panel as the aliens growled at the humans looking at them... only to walk past them and start cuddling with their daughter lovingly.

"Okay, didn't see that coming," Ally said. "I thought they would attack us first."

* * *

Later on, after explaining everything to Tiny's parents with their daughter still playing with the power coupling like a rattle, the father looked on, wondering.

"What do you mean this isn't Alpha Proxima?" Tiny's father asked.

"And it's _not _1959?" Tiny's mother asked. "Yes, dear. I can see you."

"No. It's the year 2019," Jen explained. "In five days, it'll be 2020."

"And you're on a planet Earth," Kevin said. "We're called humans."

"Well, you're _in_ the Earth actually," Gwen said.

"The four of us had to spend our birthday babysitting your daughter," Ben said. "Because I guess that's how life works for us."

"But what are you doing underground?" Justin asked.

"Yeah, this ship's been here before any of us were around," Julie remarked.

"We have no idea," Tiny's mother said.

"We were travelling to the other side of your galaxy to colonize in suspended animation for the journey."

"But some kind of temporal inclusion occurred when we were flying by the Earth that must have caused us to crash land here.

"In 1959," Ben realized.

"You don't think?" Ally asked.

"There was a time machine experiment that year that went horribly wrong," Jen remembered. "It must have effected your ship's engine."

"And when you crashed, your ship must have dug a hole in the ground..." Kevin began.

"That filled in and grew over after all this time," Gwen said.

"You mean we've been asleep underground for over half a century?" Tiny's father asked.

"The DNAliens weren't digging for your ship," Ben said. "They just happened to find it down here."

"Luckily for you, we were here to protect your daughter when she woke up," Gwen said.

"I can't imagine what anyone would need this much Crystal Quartz for," Tiny's father said. "Maybe a teleporter grid?"

Tiny mumbled and whimpered as she looked to see Gwen and Jen in their Anodite forms, looking on to them.

"No," Tiny's mother said. "You can't keep them."

"Because they need to roam free."

Tiny slumped down, disappointed.

"What I can't figure out is why the universal translation circuits in our Plumber's badges and the Omnitrixes didn't work on Tiny," Kevin said.

"Yeah, but we can' understand you two just fine," Ally said, raising her eyebrows.

"Our daughter can't talk yet. She's just a baby," Tiny's mother said.

"I told you so," Gwen smirked.

She walked over to Tiny, who smiled and handed the power coupling to her, only for her to struggle with lifting it.

"That's okay, Tiny," Gwen said. "You keep it."

Tiny smiled warmly at Gwen as the others looked on with approving smiles.

* * *

Back outside the mine, the team looked on with a smile as they saw a flare from the opening as the ship zoomed down the mine tracks and lifted of into the night sky.

Inside, Tiny looked on with a mumble.

"Gwen..." Tiny said.

"Oh, baby's first words," Tiny's mother said.

"I wonder what it could mean," Tiny's father wondered.

Back on Earth, Ally looked at her phone.

"We'd better get you guys home. Or you'll miss your party."

"Oh man!" Ben, Jen, Gwen and Becky all shouted.

"We almost forgot!"

They quickly filed into the vehicles nearby and drove off to the Tennyson residence.

* * *

Once they got home, they turned on the lights and that was when the inevitable...

"SURPRISE!"

...came from the entire family present.

"Happy birthday, you four!" Sandra said, cupping Ben and Jen into her arms and giving them a massive hug and kiss on the forehead.

"For all of us?" Becky asked.

"Of course," Frank said. "We figured that it's your Sweet 16 and you've celebrated separate parties for a long time now."

"So we figured we'd combine them into one this year," Lily said as Ken walked down and hugged his sisters.

"Happy birthday, girls," he said, jabbing them.

"Glad you could be here, Ken," Jen said as everyone settled down and Verdona walked over to them with a smile.

"Happy Sweet 16, my dears," she said, rubbing their heads.

"Oh, Grandma. You shouldn't have."

"No, I really should have considering that I missed all of your birthdays beforehand. I've been a pretty lousy grandmother, haven't I?"

"Yeah, you really have," Kevin chuckled before Ally jabbed him harshly.

"I wouldn't miss this for the world, babe," Julie said, kissing Ben on his cheek, causing him to blush.

"So, who wants cake!" Ally asked as she looked to the cake on the counter, causing the birthday kids' eyes to widen sharply. "Red velvet, your favorite."

"Oh, Ally! When did you make this?"

"During your shift to babysit Tiny."

"Who's Tiny?" Carl asked.

"It's a _long _story, Dad," Jen said as Emma walked up and handed her and Ben a gift each.

"Happy birthday, big brother and sister," she said warmly as Jen picked her up and hugged her.

"Thanks so much, little sis," Jen said as she picked the gifts as Carl cut the cake and then unwrapped it. "No way! A $100 gift card to AMC Theaters?!"

"And you got us a PS4, Emma?!"

"Sure did. Though she had some help," Justin said. "It counts as both of our gifts."

"Awesome!" Jen said.

"Our gifts are still in the shop," Kevin said as Ally smiled.

"You're gonna love them when they're ready."

Gwen and Becky looked to see Ken's gift and Gwen opened her's to see...

"Wow," Gwen smiled. "A video collection on how-to..."

"For every martial art available in the series," Ken said.

"And you got me an XBOX One?" Becky asked.

"I figured you'd want it," Ken said with a smile.

* * *

About an hour later at midnight with the party still in full swing and everyone having had cake, everyone was having a great time... up until a glowing light appeared in the middle of the room and suddenly, a portal came into existence, causing everyone present to shield their eyes as three silhouettes appeared from the gateway, leaving everyone stunned as a pale white alicorn with a regal dress, horseshoes and a tiara and long flowing mane in pastel green, pink and blue colors, a woman in a golden crown and armor with a fur pelt at her belt and a larger figure with pink skin, light pink hair like cotton candy, pompoms on her shoes and a bright pink dress with a diamond gemstone attached to her naval stepped out of the portal, revealing themselves to everyone as the alicorn stepped forward with a knowing glance.

"Ben and Jen Tennyson?" she asked as everyone but the twins stepped back, unsure of what was happening as Jen nodded.

"Yeah?"

"I am Princess Celestia of Equestria."

"I am Queen Hippolyta of the Amazons."

"And I am Pink Diamond of the Crystal Gems."

"We are the leaders of the Protectors," Celestia said to her.

"The same Protectors that..." Ben began as a fourth figure in a regal red dress and crown walked out of the portal and revealed herself as the Omni-Team's old friend and guardian, the Scarlet Warrior, or Scarlett.

"The very same," Hippolyta said as Scarlett smiled.

"You must be the family," she said as she shook Carl and Sandra's hands with a smile. "Hi. I'm Queen Scarlett of Cinnibar."

"Clever to meet you... Your Highness," Carl said.

"No formalities between us. My friends just call me Scarlett. You can call me your daughter's guardian angel. Oh, and your son too."

"Nice to meet you," Sandra said as Scarlett turned and smiled to Jen.

"Happy birthday, you four," she said as Gwen and Becky smiled. "It's great to see you guys again."

"Always lovely to see you, Scarlett."

"We need to talk. In a more appropriate place than this," Hippolyta said, gesturing to the portal. "It has a great concern with your daughter."

"What about me?"

"It's complicated, little one. You see, you have a great destiny," Celestia said. "One that comes before your entire family's history."

"In fact," Pink Diamond piped up. "The only one who may have some knowledge of it is your grandmother."

Verdona stepped up with a nod.

"You know what we're talking about, no?" Scarlett asked.

"Yes, I do. You six had better go with these guys."

"Why?" Kevin asked.

"It's kind of necessary because it involves a great story. One that involves you, Jennifer. And your team needs to know as well."

"And me?" Justin asked.

"She'll tell you everything when she gets back," Celestia said.

"Let us go," Scarlett said. "Say, _my _dimension?"

"At once," Pink Diamond bowed her head as they walked through the portal as the Omni-Team looked on.

"Go," Carl said.

"We'll support you whatever you do," Sandra smiled, kissing Jen on the cheek as the six teens nodded and walked through the portal back to the Protector's Headquarters.

* * *

**Next time on Ben and Jen 10:**

**Adaline's Legacy**


	34. Adaline's Legacy

The portal opened in the Protector's headquarters, and the six teens and Verdona walked through and gasped in awe and wonder at what awaited them.

They were now in an ornate meeting hall with the Council waiting for them at a long table that spanned the near entirety of the room. On the golden walls stood glistening stained glass windows that denoted the many labors that the Protectors had accomplished, the defeating of Vor, the war against Victor Blum, discovering treasures, the works. There was even one of the Mane Six of Equestria managing to defeat Tirek, Queen Chrysalis and Cozy Glow and many more from singular heroes.

"What is this place?" Ben asked

"Welcome," said the light purple-skinned winged woman sitting at the hall as she flew up to them and smiled, curtsying while holding her regal dress. "I am Queen Angella of Bright Moon. I'm still recognized as Royalty everywhere even though my daughter Glimmer has taken up my throne."

"Are you a Protector too?" Becky asked.

"What do you think?" Ally asked.

Princess Celestia swooped down from the rafters above and bowed in front of the team and Verdona with a warm smile as they stood at the end as Scarlett walked out from her seat with a smile.

"Welcome to the Mystic Isles, my home away from home," Scarlett said.

"What's the deal? Where are we?" Ben asked.

"We're in the Protector's Headquarters on the Mystic Isles, located in Scarlett's dimension," Hippolyta said, crossing her arms. "This place is the source of most magic in the known multiverse as it is a subdivision of the mystical realm known as Ledgerdomain."

"So, this isn't Earth?" Gwen asked.

"Oh, no. We are on Earth," Pink Diamond said, kneeling down and gently cupping Jen's cheek in her hand. "But not the one you know."

"Come again?" Kevin asked.

"Scarlett is from Earth," Celestia explained as the warrior queen walked over and smiled to them. "But she's not from _your _Earth."

"It's true," Scarlett said. "You guys and the other heroes you've met are from Earth-262. This is Earth-135."

"There are different Earths?" Ally asked, confused.

"Yes. Every dimension and universe has its own version of Earth, but not all of them have versions of other planets that exist in your universe," Hippolyta explained. "Earth seems to be the only constant in all of them."

"I guess you humans are just that special that you have to exist everywhere," Pink Diamond said.

"What can I say?" Ben asked. "We're resilient."

"But what are we dong here?" Becky asked.

"You're right. It's been about six years since you first met Scarlett. I suppose we owe you and your friends an explanation, young Benjamin and Jennifer," Celestia said. "You've heard of the Master Spark, yes?"

"Once or twice in passing," Jen said as she looked to her grandmother. "Mostly stories from you, Grandma. And from my future self named Era. You said that the Master Spark was just a legend."

Verdona smiled innocently but mischievously to her grandchildren and friends.

"...I lied," she admitted. "You see, the Master Spark does very much exist... or, she did once."

"We decided for your own good that we wouldn't tell you the whole story until you turned 16," Scarlett said. "And now that day has finally arrived."

Ben sighed and laid a hand on his sister's shoulder as Verdona cleared her throat.

"We may as well take a seat now, you guys," he said.

"Yeah," Becky groaned. "This could take a while."

They all then sat down at the table as they turned to Queen Angella who flew up and simply gestured her arm as a curtain fell, revealing an elaborate portrait of herself, Celestia, Hippolyta, and Pink Diamond along with the departed wizard Shazam, the Sorceress Supreme known only as the Ancient One and the late King Atlan of Atlantis. But at the very top of the portrait was a being with the magenta skin of an Anodite, but her hair was blazing with magenta fire, she had runic markings on her arms and legs and she had large flaming wings growing from her back.

"The Anodite you see in this portrait is the Master Spark," Angella began. "Our old dear departed friend. Her name was Adaline. She was one of the original Protectors. With the exception of Queen Scarlett over here, the four of us before you are all that remains of them. We also recruited the others successors, Dr. Stephen Strange, Billy Batson and Arthur Curry to our cause."

"Okay?" Jen asked. "Who is she?"

Celestia then walked down to her and spoke softly but sternly.

"She's you," Celestia said. "Or at least, you _were_ her."

Jen's jaw immediately dropped upon that and she started chuckling at that.

"Okay, I gotta be dreaming this time."

"I'm afraid she's telling you the truth, little Jennifer," Pink Diamond said.

"Allow us to explain," Hippolyta said before nodding to her friend as Celestia's horn began glowing and she shot out a light that engulfed the entirety of the meeting room, showing the group a simulation of the story of Adaline."

"500 years ago, Adaline was just a regular Anodite," Verdona said as they saw the image of a violet-skinned woman with magenta energy tendrils as hair in a radiant sundress-like suit for clothing laughed and practiced her mana manipulation powers, catching the attention of the other energy beings present alongside her. "Carefree, fun-loving and big-hearted. She was a being much like you."

"And she was extremely talented at her abilities," Pink Diamond said. "Her mana powers grew exponentially through the years, but she was not without her limits. She helped many creatures and foes in her time. Being immortal beings, time has almost no meaning to Anodites, so this took place over two hundred years."

"Until one day her destiny arrived," Hippolyta said as the scene shifted to a battlefield scene on the purple rocky grounds, mana balls flying everywhere along with energy blasts of other colors as several Anodites and other aliens hit the ground. "The Highbreed and their DNAlien slaves invaded Anodyne with the intent to destroy the Anodites or at least use their energies to fuel their armada with limitless mana. The Anodites put up a very good fight over months, but it seemed like they were destined to lose their war and be slaves forever."

"But then, the unthinkable happened," Angella said. "Hiding in a remote cavern, Adaline was scared and felt all alone as she saw many of her friends falling in battle before her eyes. But then, going deeper into the cavern to hide from the Highbreed, she found something amazing."

All eyes turned to Verdona as she sighed and bowed her head.

"She had stumbled upon the very core of the planet itself. The ultimate source of mana in the universe. Curious, Adaline reached out her hand to touch the core and somehow, upon touching it, she absorbed a sample of the core's energy. And with it, the large amounts of mana changed her."

They looked to see the projection of the young Anodite as she reached out and touched the glowing magenta core and she was suddenly shocked and felt mana surge into her being.

The teens looked on in awe as if they were watching a movie as they saw familiar-looking glowing runic markings scrawl their way across Adaline's arms and legs. Her hair suddenly burst into magenta-colored flames and she doubled over in pain as two large flaming wings burst out of her back and lit up the cavern. She looked upon herself, shocked at what she had become... just before she felt the large amount of power and strength that now lied within her.

"Some aliens have an evolved state from what we can tell," Scarlett explained. "Their strengths and abilities exponentially greater than that of others of their species. And it was that form that Adaline was transformed into."

Celestia spread her wings and flew up to the ornate stained glass window that showed the original Protectors in all their glory and gestured at the flame-winged being at the top.

"And that form is what you see in this stained glass right now. Empowered, she knew she was ready for the Highbreed."

The scene changed to the newly empowered Adaline as she flew up to the Highbreed that came before in her standard form as she saw the large amounts of DNAlien slaves and warships before her.

The DNAliens screeched out before charging towards her, not noticing her smirk as she reached out and trasnformed into her evolved form and fired out powerful spell after powerful spell and empowered mana blast after empowered mana blasts, absolutely decimating the opposition. Truly, the Highbreed were completely unprepared for this turn of events.

"Adaline completely laid waste to the Highbreed Armada within mere minutes, something that several aliens that came before were unable to do," Hippolyta said. "The Anodites named her new form the Master Spark. She has been worshipped ever since."

"Whoa," Kevin said, impressed as the projection stopped in front of them.

"So the Anodites owe the Master Spark... everything," Ben said.

"Indeed we do," Verdona said. "Adaline was one of the greatest friends that I've ever had in my immortal existence."

"So how did you guys know Adaline?" Gwen asked.

"It was a few hundred years after that whole thing when she first became the Master Spark," Angella said, walking forwards. "There was a powerful event that sent some of the most powerful beings and leaders in the multiverse here. To the Mystic Isles."

"You four and the ones that are no longer with us?" Ben asked.

Celestia nodded. "It would have included Luna had I not banished her to the moon a few centuries beforehand."

"We were all sent to separate parts of the Isles and we felt a need to help the creatures there," Pink Diamond said, pacing the floor. "We all met up at the same location, stunned and confused as to who the others were. But then from the crystal wall in the cave we met up, eight bracelets suddenly shot out from the wall."

Hippolyta then walked up to the Omni-Team and showed the bronze bracelet around her wrist and nodded.

"We still have them and wear them to this day," she said.

"What are they?" Kevin asked. "Surely they're not just some fancy accessories."

"They're not," Scarlett said. "They're called enchantlets. They're the signature tool of the Protectors. They can be used as lassos, whips, blasters, communicators, anything a Protector could possibly need outside of other weapons."

"And then, we had to go up against a mighty foe: Victor Blum, the Shadow Lord," Celestia said. "A powerful dark sorcerer and immortal who was an absolute threat to the entire multiverse and magic everywhere."

"We fought for what seemed like years, but was actually only a few hours before the eight of us were eventually able to just barely squeak by and defeat him," Angella said.

"But he would eventually return centuries later and was slain for good by myself and Princess Sofia, his own daughter and my cousin," Scarlett said. "My mother was in fact, his own sister."

"Whoa," Ben said. "That's heavy."

"I told you a lot about me in the past," Scarlett said. "But some things are better left kept to oneself."

"After so, the eight of us decided to form the secret multiversal group that we called the Protectors. We recruited several powerful magical creatures to our cause while also keeping our true origins a secret," Pink Diamond said, smiling.

"But like it must for us all eventually, Adaline's time eventually came," Celestia said. "It was an act of self-sacrifice. It was against a mighty beast known by many as Diagon, a being of indescribable power and ferocity. She gave it everything she had, but even as the Master Spark, her power was almost not enough. So in the end, she had to sacrifice herself by pouring all of the mana in her system into one powerful blast that was able to decimate him. It was a true hero's death. And we will forever be honored by our privilege to serve alongside her."

"Wow," Becky said as the projection stopped alongside them. "You guys were right. That was a really crazy story."

"He's right," Jen said. "But I still have one question: what does this have to do with us? What does this have to do with me?"

"We were getting to that, Jennifer," Hippolyta said.

"Here it comes," Verdona braced herself.

"Have any of you kids ever heard of reincarnation?" Angella asked. "It does exist."

"When someone dies, their soul moves on to either Heaven or Hell to either thrive or suffer for all eternity. Their spirit, however, remains in the physical world," Scarlett said.

"Spirits are like energy," Hippolyta said. "They cannot be created nor destroyed. They just are. When a soul moves on, the spirit moves on to be reincarnated into another being. Maybe it will be of the same species. Maybe it won't. Only fate can decide that."

"So when Adaline died, her spirit lived on in the universe," Gwen said, putting a finger on her chin just before Ben's eyes widened.

"And you guys think that Jen is Adaline's reincarnation?" Ben asked.

"No, Benjamin," Celestia said before a sigh escaped her muzzle. "We _know_ it."

"What?" Jen asked, stumbling back and soon found her butt on the ground as her friends crowded around her and lifted her up. "But I don't remember her at all. I didn't even know that she existed."

"Of course you don't," Angella said. "Because it's natural that one can't remember a past life. But you have shown such promise as an Anodite, much more than many others."

"But if I'm her past life, then why do I have her powers or her potential?"

"For a being composed entirely of life energy?" Verdona asked. "Reincarnation works differently. Her mana sticks to her spirit like glue and thus, her next life would've had to have been an Anodite."

"We've been watching you since your little road trip six years ago. I guess we were so focused on Anodites in general that we just didn't see our old friend's successor being half human," Hippolyta said. "It is an honor to be in your presence."

"This is crazy!" Kevin said, stnadin gup.

"You're telling me," Gwen said, wide-eyed as Ben held Jen's hand as she started hyperventilating.

"No. No way! This is insane! I'm not this Adaline person."

"No," Hippolyta admitted, cupping the young teenager's cheek. "You are not. You are indeed your own person, Jen. You are not Adaline just as she wasn't any of the incarnations that came before her. However, you are her re-incarnation. And with her spirit being reincarnated into your own, you have all her mana powers and with them, the potential to be not only as great as she was, but perhaps even better."

"But she's also limited with those powers," Scarlett said, standing up. "She's also half-human. Her powers are mighty indeed, but they'll never be nearly as powerful as Adaline's. Although I never met her, I know she would be proud to have you as her successor."

Jen's eyes filled up with tears, clearly overwhelmed at what was being told as she hugged her brother and sobbed into his chest as Becky gasped.

"Now look what happened! You just made my sister cry!" Ben said, rubbing his sister's hair.

"Of course. This is only natural for you humans to react this way after being told of something this big," Pink Diamond informed. "Except for Scarlett and maybe Hippolyta, we wouldn't know the feeling."

"Why didn't you tell us from the beginning?" Ally asked.

"Would you, _could you _have believed us?" Hippolyta asked, cupping Jen's cheek. "This was something you had to come to gradually. Only after everything you've seen in your lives so far would you have been able to accept the truth."

"I don't want this," Jen said, almost on the verge of tears as Ben hugged her to him. "It's too big."

"That's what my old apprentice and my dear friend Twilight Sparkle told me and my younger sister Luna," Celestia said. "She felt she wasn't ready to rule an entire kingdom at such a young age. She is one of the best mages in the multiverse now, but she was scared. She begged me to take it back... as if I could. And I'll let you in on something, young heroine. Something I've never told anyone before, including my colleagues here. If I had the power to do so, I would. It's unfair, I know. It's unfair to ask someone so young to take on such a responsibility and it's unfair that I ask the same of you now. I sympathize with you, I really do. I wish I could take this away from you... but I can't. This is who you are."

"Everything I am has been a lie?" Jen asked through tears.

"Absolutely not!" Verdona said, taking her granddaughter's hands.

"No!" Scarlett exclaimed at the thought, walking up to Jen to comfort her. "No, no, my dear. Knowing what you know now doesn't mean you're not who you were. You are Jennifer Heather Tennyson. Nothing can take that away from you. All this means for you is a redefinition of that identity. Just new information of who you are. Be who you always have been. Just be the Master Spark as well, from time to time."

Jen smiled and flicked her hair away, wiping her tears away before the team stepped up as Scarlett reached out and summoned her Keyblade to her hand.

"You okay?" Scarlett asked.

"I guess so. I just need some time to let this... soak in," Jen said, standing up and sighing, holding a hand to her head.

"I suppose we'll have to send you back home now," Celestia said. "I'm sorry about this, but it was necessary to tell you of your destiny as the Master Spark. You and your brother are the secret weapons against the Highbreed you now face."

"We'll always be watching over you," Pink Diamond said.

"Make your family proud and Adaline proud... Master Spark," Angella said as a portal opened up and they all walked out back to the house and back in the Tennyson residence where everyone was waiting for them and Julie took her boyfriend's hands and hugged her as Justin went up to Jen and looked concerned at her.

"Well?"

"Justin... it's a long story," Jen sighed, bowing her head and sighing.

* * *

**Next time on Ben and Jen 10:**

**War of the Worlds**


	35. War of the Worlds: Part 1

On the planet Galvan Prime, the entirety of the Galvan race could only look on as they saw an entire Armada of Highbreed ships fly through the open space leading to the planet, many of them gasping in horror at what was happening. Lightning flashed as stormclouds formed in the sky.

Inside of the large tower that held the planet's leader, Azmuth and his Chimera Sui Gerenis assistant Myaxx only looked on at what was happening in disappointment, the latter of which crossing her arms in disappointment before a flash of white light dimmed down.

"Azmuth, Myaxx, come with me," Professor Paradox instructed.

"What's the point, Time Walker?" Myaxx asked. "Can't you see we're all doomed?"

"The Highbreed Armada caught us totally by surprise," Azmuth agreed. "Galvan Prime's planetary defenses are down. We don't stand a chance. And without the Galvan, no other race in the galaxy has a chance either."

"But (and I hesitate to say this to the smartest being in the universe), that's where you're wrong," Paradox pointed out.

"Oh?" Myaxx asked, putting a hand on her hip. "Explain?"

"We _do _have a chance. The chance that you two made for us."

"_Finally, _I get some credit," Myaxx chuckled.

"That's not the point, Myaxx," Azmuth said. "And that is not what the Omnitrixes are for!"

"The boy and the girl have proven more than once that they can be used for purposes beyond what you had intended."

"Perhaps."

"Come with me to Earth."

"I'm game," Myaxx said.

"I'm not leaving my home. Not now."

"Suit yourself," Paradox sighed as he walked up to the window and saw a warship blast a powerful laser down and swept it across the ground. "But I'm not going back without you. I sincerely hope that you reconsider in the next, say, three seconds or so."

Azmuth only looked at the Time Walker and sighed as the three of them were teleported out of the tower just as the laser completely decimated it.

* * *

Meanwhile on the planet Ringa Morr, things weren't much better as they saw a few Highbreed ships looming over them as a few Uroxite children crowded together in fear of what was happening on the jungle-like planet.

Up above, the Uroxite Plumber known as Xylene was watching what was happening from her house in concern for her people, her hands on the banister of her window before a portal opened up behind her and Scarlett stepped out, dressed in her Scarlet Warrior uniform, and looked concerned at the Highbreed fleet above them.

"It's only a few days until my planet is destroyed, Protector," Xylene said, not even looking behind her. "The situation is hopeless."

"Not completely," Scarlett said, walking up beside her and they both looked up. "We are needed on Earth. The twins need our help."

"Ben and Jen?"

"The Omnitrixes are the only hope for your universe. You were the one who sent them to Earth, so therefore the twins are your responsibility every bit as mine. This is your fight too."

Xylene looked up in the air back at the Highbreed fleet above her as she bowed her head and sighed.

"Okay. Let's go to Earth."

Scarlett nodded and led the Uroxite through the portal as it closed behind them, hopefully to save the entire universe from the Highbreed.

* * *

On Earth, Ben was practicing on the soccer field, Ben was practicing his goalie moves, blocking every single ball that was tossed to him as he turned to Jen, who shot him a thumb's up as she practiced her cheerleading moves with her squad and the hugest smile on her face.

"Okay, all warmed up," Ben said, tossing the soccer ball back to the players. "It's game time!"

That was when a flash of light appeared as Ben and Jen shielded their eyes and saw Professor Paradox standing there with a serious look on his face.

"I'm afraid the time for games has passed, my friends."

"Professor Paradox?" Jen asked, walking up and excusing herself from the team.

"And two others."

Myaxx walked by with Azmuth in her hand.

"Long time no see, Omni-Twins," Myaxx said.

"Azmuth? Myaxx?"

"Gather your team. Come with us."

"Yes sir," they both said.

* * *

The team had gathered at Mr. Smoothie, now changed into their regular clothing, some of them looking quite annoyed at having their free time interrupted.

"What's so important that I have to miss the auto show?" Kevin asked Azmuth.

"Yeah, and I have to practice for when I go on Chopped in a month," Ally said, crossing her arms. "$10,000 is on the line for me."

"The imminent destruction of your primitive world and all who live here," Myaxx said.

That got everyone's attention as Jen reached for her phone.

"But if you'd rather look at a new convertible, by all means," Gwen said.

"Professor?" Ben asked.

"The Highbreed invasion has already begun."

"We know," Jen said. "The six of us have been fighting them for months."

"The situation has escalated," Azmuth explained. "They've conquered my homeworld. The only planet in the universe with the technology to fight them head-on."

"And their next target?" Becky asked.

"Earth," Paradox stated.

"The Highbreed attack plan has worked on a hundred other worlds. They send a small number of Highbreed to the target planet," Azmuth said.

"Then, they infiltrate the locals by turning them into DNAlien slaves," Myaxx said.

"And then, they use the slaves to build a jump gate," Kevin said.

"Correct," Azmuth said. "A hyperspace jump gate is an interstellar short cut allowing the Highbreed to send warships across the galaxy in a matter of seconds."

"The six of us could barely take down _one _of their ships," Ben said.

"The ship you destroyed wasn't a warship," Paradox stated. "It was a small cruiser."

"Gee, that's encouraging," Jen deadpanned.

"No force on this planet can stand against even a singe Highbreed warship," Myaxx said. "They will send hundreds."

"Yeah, okay, we get it," Kevin said.

"We're doomed," Ally sighed.

"Unless we stop them _before _they complete the hyperspace jump gate," Paradox reminded them.

"It should be simple enough to find, even if they've cloaked it," Azmuth said.

"You might need a little help with that," they heard a familiar voice and the team looked behind them to see Scarlett walk out with Xylene in tow as she bowed.

"I knew you'd show up," Ben said. "Xylene?"

"I'm here to help you guys. For your grandfather," the Uroxite said. "The Highbreed have taken over my planet too. I owe this much to you six after what happened five years ago."

Ben and Jen walked up and hugged Scarlett as she smiled warmly.

"I'm your guardian, guys," Scarlett said. "I swore an oath that I would protect you in your time of need. This is one of those times."

"Welcome aboard," Gwen said as she and Jen then put a hand to their temples and sent out a telepathic wave across town.

"What are you doing?" Becky asked.

"Sending a message to Grandma. We can't do this without her," Gwen said.

"Wait, your grandmother?" Xylene asked.

"You know her?" Jen asked.

"All too well," Xylene sighed in disappointment.

"The hyperspace jump gate would have to be in an area with a large amount of quartz crystal," Paradox said. "To help stabilize the matter transmission frequency."

"You mean like the abandoned quartz mine in Los Soledad?" Gwen asked.

"We saw the DNAliens building a giant arch there," Ben reminded.

"So we know where we have to go and we know what we have to do," Kevin said.

"We have to make a direct approach," Scarlett said.

"Yeah, direct, but not stupid," Jen said. "The Omni-Team can't do this alone."

"We've met a bunch of Plumbers kids and superheroes throughout the world in the past few months and a lot of them owe us favors," Ben said. "I say we call them in."

"May I suggest you send your teammates out for that job?" Azmuth asked.

"Why?" Ben and Jen asked simultaneously.

"I would like a word with the wielders of my Omnitrixes in private."

"Right," Kevin said, smiling slyly to the twins. "Like I'm gonna miss this. See you when you get back, guys."

Ally gained an angry look and grabbed Kevin by the ear and dragged him off.

"OW!"

"Kevin Ethan Levin, you're coming with us right now," she said.

"Wait," Jen said, giggling. "Ethan?"

"Your name is Kevin E. Levin?!" Ben laughed along with his sister. "You just lost all remaining pretense of cool!"

"You promised you'd never tell," Kevin whispered.

"I lied."

"We need to make some calls," Gwen said.

"Done," Becky said as she whipped out her phone and dialed up her friends to prepare them as Ally got onto her bike and drove off into the city while Becky ran for the lake as fast as her legs could carry her.

"My army is on speed dial," Scarlett said. "They're standing by should the need arise. I'll go recruit your sorceress friend."

"I already called Hope an hour ago," Jen said. "She should be here shortly."

"Good," Scarlett said. "Then I'm standing here because his information regards me too as your guardian angel."

"I'll stay too," Xylene said as Paradox teleported Kevin and Gwen away as Ben and Jen sent a group text message to the L-Crew and another one to the Miraculous Team.

* * *

In the cornfield in Grover's Mill, the human-Pyronite hybrid Alan Albright ran through the path of cornstalks, chasing after a DNAlien holding a freezing device in his claws. He turned around and then hissed at Alan as he smiled.

"Yeah, whatever."

He then transformed into his Pyronite form and lit up a fireball in his hand.

"So, you want to go a couple rounds? Just give up."

The DNAlien hissed and turned around running away.

"My reputation precedes me."

The DNAlien ran through the field with Alan following on a blazing rock, ony to have a powerful gale blow him back as the human-Rhopaloceran hybrid Jess Cowan fluttered her wings and smiled as she put her hands to her head and her anntennae sent a signal out that caused the cornstalks to grab the DNAlien as Alan ignited a ring of fire around him, trapping him.

"Yeah, yea. Tell it to the sheriff," Jess said, fistbumping her friend.

"We are good."

"We are."

"Nice work, kids," Kevin said as he and Gwen appeared with Professor Paradox. "But if you really want to make a dent in the alien problem, you should come with us."

"Gwen? Kevin?" Jess asked. "What are you doing here?"

"It's a _long _story."

* * *

Meanwhile, Becky sliced through the vines in the woods by the lake with her machete to reach the Taydenite throne with just who she expected to find in front of her in her true form on her throne, lovingly stroking a freshly grown flower by her as she looked down to see her friend sheathe her machete.

"Becky?" Rosie asked as said as she manipulated her vines to form stairs that she walked down and met in front of her huntress friend.

"Hey, Rosie. So, you want to take down the Highbreed where it hurts?" Becky asked.

"Of course."

"Well, my friend, we're going to stop the Highbreed once and for all tonight. If we don't the entire planet is going to be destroyed. And we can't do it without you. What do you say?"

Becky stuck out her hand and Rosie immediately took it and shook it hard.

"You now the answer is yes already, Becky."

"Great. We'll meet at Mr. Smoothie."

That was when a pink swirling portal opened up by them and out stepped a very beautiful young woman who wore a purple dress with a pink ribbon around her waist, a black crown on her head and wore black fingerless gloves. At the top of her dress, she has a cerise pink gem with a golden border, and she also wears long dark purple tights. She wears her long silver hair laid out that extends to her thighs, orchid eyes, and very dark purple lipstick. She looked slightly thinner and taller than five years ago, and her ears are slightly pointed.

"Becky?" she asked.

"Hope!" Becky said as she ran up to hug her old friend, who was surprised at what just happened. "Hi. You look so pretty in that outfit."

"Thanks. That's what five years does," Hope said, shyly running a hand through her silver hair as she hugged her friend back. "I was expecting Gwen."

"She's busy gathering the other recruits with other enemy-turned friend. His name is Kevin. You'll really like him."

"I'll keep that in mind."

"And this is my friend Ma'Dow Shard."

"Please, call me Rosie," she said, shaking Hope's hand. "I heard of you from Becky, Charmcaster."

"That is no longer my name," Hope said. I go by my birth name of Hope now."

"Okay, Hope. So how's it going with you?"

"Tracking down my sister, who I think had the nanites in her activate again by now. I just want us both to be happy again. But now to what I'm here. You said an alien invasion?"

"Yes. The Earth is in huge trouble. You made us a promise that you would always make yourself available for us in our time of need, Hope. This is one of those times."

"Of course I'm with you. What do you need?"

"For now, I need a portal to Paris. We have some friends I need to recruit for this mission there. Can you please take me? For old times' sake?"

"Absolutely. Let's go right now."

"Rosie, as I said, meet us at Mr. Smoothie. Okay?"

"On the way there now," Rosie said, slapping on an ID mask and running towards town.

Hope opened another portal with her magic and both walked through to Paris.

* * *

"The pair of you have certainly matured a lot since the day we met," Azmuth said.

"Yeah. Many things have happened to us since we met you back on Xenon," Ben smiled.

"Learning you're the reincarnation of a deity will do that to you," Jen chuckled, sipping at a smoothie.

"At first I thought you were nothing more than two simple human children who were using the most powerful devices in the universe as toys. But you've proved me wrong."

"You taught us a lot," Ben said, turning to the almost comatose Scarlett as she meditated and levitated off the ground. "And so has she."

"As brilliant as they can be, humans aren't the smartest beings in the galaxy. So I ask you two again, do you fully understand the risks you are willing to take?"

"Of course we do," Ben said as Jen crossed her arms. "The Highbreed want to take over the Earth."

"No, you simpletons!" Myaxx said. "The Highbreed want to _destroy _the Earth!"

"He's right. The Protectors have seen it," Scarlett said. "If we lose this war, it's the end of humanity as we know it."

"That's not entirely true. Maya said that humans live on other planets as well," Jen said.

"Then they'll target those worlds as well," Azmuth said.

"So we won't lose," Ben said sternly.

"Your foolish disregard for the odds stacked against you is precisely why I can't allow you two to take the Omnitrixes into battle," Azmuth said. "I have told you two that the secret of the Omnitrixes is it allows the pair of you to walk a mile in the shoes of other life forms. This is not the complete truth."

Ben and Jen's eyes widened sharply at this.

* * *

Ally parked her motorcycle at the Light Triplet's makeshift apartment and knocked on the door and waited patiently as Lila opened the door and looked sharply.

"Ally? Hi."

"Hey, Lila," Ally said, petting her head as she saw Wade and Nate playing a video game on the TV and Wade blew Nate away.

"Ha! I win!"

"No fair!" Nate said.

"You just need to practice."

"Hey, guys," Lila said as the brothers looked to see the goth Osmosian with their sister and stepped up to her.

"What's wrong? Why are you here?"

"Well, you guys want to save the world?"

"Hell, yeah!" Wade said.

"Let's do it," Lila said.

"From who?" Nate asked, getting ready.

"The Highbreed," a voice coming from the corner said and they turned their heads to see Maggie leaning on the wall by them, shrouded in shadow before stepping out and giving a frowning nod to Ally.

"Hi, Maggie," Ally said as she shook her hand.

"Another goth?" Lila asked, confused at the pair of them.

"Actually, she's the goth," Maggie explained. "I'm emo. I'm a friend of Ally's who works in the same restaurant. And she should be training for Chopped right now."

"That was before I knew that our world is about to be destroyed by an alien race with a _major _superiority complex," Ally said. "And we need your friends help. Can you please use your powers to take me to Royal Woods?"

"Of course. I'd do anything for you... and Luan."

"Great. You three get to Mr. Smoothie where everyone is meeting. I'll get the L-Crew and their allies. What do I do, Maggie?"

"Just step right here," Maggie said as she took Ally's wrist and literally dragged her into the shadows, where she disappeared entirely, leaving three dumbfounded Osmosian triplets.

"You heard her. Mr. Smoothie," Nate ordered.

"Right," his siblings answered as they all ran away.

* * *

Elsewhere in an adjacent neighborhood, Cooper Daniels was working in his lab, working on a new weapon that was currently on his hand that he activated by pressing a button.

"Here goes nothing."

His gloved hand became transparent and he stuck it through his desk, it phasing right through it like a ghost would do.

"Works like a charm."

"Cooper?" Gwen asked, startling the tech Osmosian, who turned around to see his old friends as well as Alan, Jess and Professor Paradox standing there.

"Gwen? How'd you get in here? I don't care, it's great to see you. Is Becky seeing anyone"

He then ran towards his crush's sister, only to completely phase through her.

"Nice guy," Jess said to Gwen with a chuckle.

"Oh, forgot to turn it off. Intangibility glove. It's still in the experimental stage, but I can use it to create an exception field to three-dimensional physics, defying-"

"Maybe you can tell me later, Cooper. We need a favor."

"Anything for your sister, Gwen."

"You hear that, Gwen? _Anything for Becky."_

"Give him a break, Kevin. We're asking him to risk his life."

"Kevin's juvenile teasing doesn't bother me in the least. My adoration for your sister Becky is too pure and strong to- wait. Risk my life?"

"We're going back to Los Soledad to fight the Highbreed head-on. You don't have to come if you don't want to."

"If you're going..."

Cooper then used his technology manipulation to summon tons of technology to him that he used to assemble a large mech suit that towered over everyone around himself.

"...then so am I."

"Glad to have him on our side," Alan whispered to Jess.

* * *

Meanwhile, Scarlett was meditating peacefully in the parking lot on her own as she levitated off the ground as Ben and Jen continued talking to Azmuth and Myaxx.

"You _lied _to us?!" the twins asked.

"I withheld portions of the truth from you until such time as you were ready," Azmuth explained.

"Well, we're ready now," Ben said.

"No, you're not," Myaxx said. "But circumstances forced our hands. The Omnitrixes are the last hope for alien species that have been destroyed by the Highbreed."

"How are they supposed to-" Jen began.

"We have stored within them DNA samples of every intelligent life form in the Milky Way Galaxy."

"10,000 of them. We know."

"As we continually are forced to point out, you two know very little," Azmuth said.

"There are over _one_ _million _samples encoded in those things," Myaxx said.

"Huh?!" Ben and Jen gasped. "One million?!"

"And with the Omnitrixes, you two can return to life any species that the Highbreed exterminates. Including the human race," Azmuth said. "Ben's Omnitrix is for male species and Jen's is for females."

"We're not going to sit here and let the Highbreed-" Jen began, only to be interrupted again.

"If you two are destroyed with the Omnitrixes, there is no hope. Not for humanity and not for any other race the Highbreed extinguish afterwards. The Omnitrixes are Noah's ark. And you two are Noah. I cannot allow you two to participate in the final battle."

Ben and Jen could only stare in awe at this order.

* * *

In Paris, sunlight was shining down in the Trocadero by the park (due to being on the opposite side of the world) and Marinette paced by the Eiffel Tower with Tikki resting on her shoulder.

"Is everyone else coming?" the ladybug kwami asked her holder.

"They have to be," Marinette said as she saw Adrien walk by and smiled to her, a gesture which she warmly returned.

"Hey, bugaboo," he smiled as they kissed on the lips.

"Hey, silly kitty," Marinette said as one by one all of the other members of the Miraculous Team showed up, kwamis in tow.

"Hey, guys," Alya said with Trixx floating by her.

"What's new?" Max asked, raising an eyebrow.

"I don't know," Juleka said. "We all received the same text from Becky, right?"

"Huntress? Yeah, we did," Sabrina said as Chloe ran a hand through her honey-blonde hair with Pollen floating by her.

"Well, it had to have been for a good reason," said Muria as a portal suddenly generated by them and they all gasped and shielded their eyes from the light as Hope walked out with Becky in tow as she smiled.

"Hey, guys," Becky said.

"Becky! Hi!" Rose said.

"What's up, girl?" Alix said as Becky high-fived her and Kim.

"Not much since a few months ago. But now, we need you fourteen now more than ever," Becky said.

"Why? Is your hometown at stake?"

"It's not just Bellwood. The entire world is at stake here!" Hope said. "I'm Hope, by the way."

"Nice to meet you," Mylene said, shaking the sorceress' hand as she smiled warmly.

"It's okay. Despite the fact that I'm a powerful sorceress, I'm a nice girl."

"A sorceress, eh?" Kim asked her.

"Sure am. But I'm still very much a human. And I've read up on these Miraculous and kwamis of yours in my magical studies."

"You know about us, eh?" Plagg asked slyly.

"I didn't know exactly that you guys were active until Becky here told me on the way over. Now, we need you guys in America to help us save the world from an alien invasion. Are you guys in?"

"Of course we are," Marinette said to them. "Right guys?"

"Duh," Nino chuckled. "Like I'm really going to miss out on this."

"It's the first time I'm going to America, so," Chloe chuckled as Ivan smiled.

"I say, bring it on, aliens," he said, flexing as Muria chuckled.

"Wait until you see what other heroes we have in store," Becky said as Nathaniel raised his eyebrow.

"I've been drawing a fanfiction about you guys lately. Do I have your blessing?"

"Duh, we always love fans," Becky said as Hope opened the portal again, making sure no one was around them as she gestured them to follow.

"Come on."

And with that, one by one, the Miraculous Team and their kwamis followed the two heroines through the portal to America.

"I've heard tale of America that you guys have a bastard President there now."

"Believe us, we hate that guy almost as much as we hate our regular villains," Becky whispered. **(A/N: This is basically me disowning any Trump supporters who read my fanfiction. After everything that guy has said and done, I don't want to be associated with him in any way, even through my fans.)**

* * *

Elsewhere, in Royal Woods Michigan, the L-Crew, part time members and all all showed up by the vacant Gus' Games and Grub at midnight in the parking lot.

"Hey, guys," Ronnie Anne said as Bobby and Lori walked up along with the other siblings by the area.

"What's up?" Lincoln asked.

"Not much. I just received a text message from Ally asking us to come."

"Us too," a voice said and they turned to see Carol land from the boosters in her feet as Bev and Nicole also walked up on the opposite side as well as Ryker from the opposite side of the street.

"Howdy," he said, tipping his hat up as Tongri purred and he scratched at his nape and he nuzzled up to his leg. "What's new with you crew?"

"Well, we were asked to come here," Luna said as Sam nodded next to her.

"You too, huh?" Haiku asked as she and the rest of the L-Angels walked up to the assembled party.

"The L-Angels too?" Lily asked, raising an eyebrow.

"Petty confused," Petty said, scratching his head.

"It's alright, big guy," Luna said, patting his back.

"Actually, it's not," a voice said and they looked to a shadowy alleyway to see Maggie step out and remove her hoodie from her and then tied it around her waist.

"Maggie?" Luan said as she hugged the emo girl who she hadn't seen in a long time.

"Hey, Luan. I have someone with me you'd be interested to see."

Ally stepped out of the alleyway as well and bowed her head seriously.

"Hey guys."

"Hey, it's the champion!" Lynn said, jabbing Ally's shoulder as she smiled.

"Hey, Lynn," Ally chuckled.

"What's going on?" Lincoln asked.

"The end of the world," Ally answered. "The Highbreed are going to invade full force. Your invasion was just for Royal Woods. This time, the entire world is on the line!"

Lola gasped and put her hands to her mouth in horror.

"All those innocent lives," Lana said softly.

"They're going to be lost," Nicole realized.

"And we're not going to sit here and let that happen, are we?" Lisa asked, pushing her glasses up.

"Heck no!" everyone cheered.

"So you're in?" Ally asked.

"Yes, we are," Lincoln said. "You can count on us."

"This time, you're coming with us," Ally said sternly. "They're at a military base called Los Soledad near Bellwood, our home. Ready to go?"

"Sure," Lucy said. "I've always wanted to travel through the shadows."

"Now, you might feel a little bit uncomfortable with this," Maggie said as she raised her hands up and manipulated several shadows to follow her commands, including the group's own, to wrap around them, engulfing them all as they began sinking into the street.

"What's going on?!" Bev asked, weirded out by what was happening.

"This is wrong on _so _many levels!" Clyde said, gasping.

"I like it," Haiku said, showing no emotion as Paige and Tabby hugged each other in fear as Sid looked to Ronnie Anne who only bowed her head and closed her eyes, so she decided to do the same, resigned as they all vanished as the shadows resumed their original position, leaving no trace of the group behind.

* * *

At Mt. Rushmore, Gwen, Kevin, Alan, Jess and Professor Paradox were standing by as Cooper worked on a familiar unit in front of them in the lab inside the famous monument that had recently been repaired.

"How long is this going to take?" Kevin asked.

"Almost ready," Cooper said, adjusting the final knobs. "You're _sure _you want me to do this?"

"Ben said all the help we can get. This qualifies," Gwen said.

"Okay, switching on," Cooper said as he fired up the machine to reveal the villainous Darkstar in a containment unit in the Null Void, surrounded by a red field.

_"Free!"_

He then tried to leave, only to be shocked by the forcefield.

"Save yourself the trouble, Darkstar," Kevin said sternly. "You're not getting out of there unless we say so."

_"Kevin Levin. And the lovely Gwen Tennyson. To what do I owe this unexpected... pleasure?"_

"We're here to free you from the Null Void," Gwen explained.

_"Why? You six put me here in the first place."_

"Much as I'd like to take the credit, the twins get the glory on that one," Kevin scoffed.

"There's a threat to the Earth. The twins need your help. We all do."

_"And if I promise to help you?"  
_

"We let you out. Simple as that."

_"Then we have an agreement... lovely Gwen."_

"Let him out."

"I don't like the way he talks to you," Cooper said.

"Me either," Jess said, shaking her head.

"Or me," Alan said. "I don't trust this guy, Gwen."

"We _need _him guys," Gwen said.

Cooper begrudgingly deactivated the containment unit and Darkstar jumped out, staring Kevin straight in the eye.

"Why would you trust me?"

"I don't. None of us do. But now that you're on Earth, if you don't help us, you won't survive either," Kevin said.

Darkstar could only stare Kevin in the eye intensely.

* * *

"Sorry, Azmuth," Ben said as he and Jen looked on to their mentor in Kevin's car as Scarlett continued meditating, breathing softly. "But we don't buy your argument."

"The Earth is our home. It needs to be saved and we're the ones who are going to do it," Jen agreed.

"I won't allow it."

"How could you stop us?" Ben asked.

"I'll take the Omnitrixes from you!"

"You'll try," Jen said as she and her brother prepared transformation.

"Very well. If you two insist on this foolishness, perhaps it's best if you two possessed the full power of the Omnitrixes."

"You don't mean?" Myaxx asked.

"Indeed I do. Access Master Control."

_"Master Control unlocked," _the Omnitrixes A.I.s stated in a male and female voice as a flash of green and pink light flashed out and they started cycling through several holograms, confirming all of the twins' old DNA samples were unlocked and ready for use.

"Everything's unlocked?" Ben asked. "Cool!"

"How many aliens can we turn into?"

"For starters, every alien that either of you ever transformed into is now available to you both," Myaxx said. "And another..."

_"1,000,903 samples available."_ Jen's Omnitrix said.

"The Omnitrixes' menus are made in sets of ten for simplicity's sake. But with voice commands, you two can transform into any alien at any time."

"Got it," Ben said.

Suddenly, the car door rolled down to reveal Kevin.

"Get out of my seat, Tennyson," Kevin ordered.

"We brought some help," Gwen smiled as they looked out to see all of the allies they've made (and Darkstar) assembled into one big alliance. Including...

"Julie?" Ben asked.

"Justin?" Jen asked, equally shocked as her brother.

"Hey, guys," Julie said, pecking Ben on the cheek.

"What are you guys doing here?" Jen asked.

"You guys need help. We can't abandon our boyfriend and girlfriend in our time of need," Justin said, hugging Jen.

"And you two can help how?" Ben asked.

Justin then started punching and kicking the air, showing off a lot of powerful moves as he smiled.

"I've been taking kung fu lessons ever since I learned you were Omni-Pink."

"As for me..." Julie said before whistling sharply. "Here, Ship."

_"Ship, ship!" _the Galvanic Mechamorph barked excitedly before stretching and contorting his body into the starship from the Forever Knights' Castle.

"Awesome!" Lincoln said, shielding his eyes.

"Not bad, I reckon," Ryker smiled.

"Okay," Jess said as she moved in front of the assembled team of heroes by her, except for the ones she's already met. "Let me see if I've got this straight... Marinette?"

"Ladybug," she smiled.

"Adrien?"

"Chat Noir."

"Lincoln?"

"Firecracker."

"Lola?"

"Crystal Princess."

"Kim?"

"Antelope," he said with a smile and a punch to the air.

"Alya?"

"Rena Rouge."

"Lori?"

"Speed Queen."

"Luna?"

"Amplifier," she said, giving out the rock signs.

"Sam?"

"Genarocker," she nodded.

"Alix?"

"Dragonfly."

"Nino?"

"Carapace."

"Leni?"

"Multiple Girl."

"Beverly?"

"Vesuvius," she said with a nod. "But call me Bev, please."

"Chloe?"

"Queen Bee."

"Nicole?"

"Honeybee," she said, jabbing Chloe in the arm playfully.

"Nice one," the heiress said, rubbing her arm. "But you do realize that I'm your queen, right?"

"Of course, Your Majesty," Nicole said, giving a bow to Chloe, causing the two to giggle lightly.

"Lucy?"

"Black Ice," she smiled.

"Luan?"

"Miss Appear."

"Lisa?"

"Prodigy."

"Sabrina?"

"Louve Grise."

"Nathaniel?"

"Panda Roux."

"Lana?"

"Wildgirl."

"Lynn?"

"Parkour."

"Max?"

"Arachnid."

"Juleka?"

"Corbeau Noir."

"Rose?"

"Flamingo."

"Clyde?"

"Eagle Eye."

"Wade, Lila and Nate?"

"The Light Triplets," the trio chorused.

"Lily?"

"Greenthumb."

"Ivan?"

"Grizzly Bear."

"Mylene?"

"Oh, Forest Doe."

"Maggie?"

"Shadow Mistress."

"Stella?"

"Sharpshot."

"Haiku?"

"Reaper," she smiled in a deadpan tone.

"Tabby?"

"Cherry Bomb."

"Sid?"

"Beast."

"Paige?"

"Gamer."

"Mike?"

"Darkstar."

"And Alan, Cooper, Professor Paradox, Julie, Justin, Xylene, Rosie, Hope, Tongri, Petty, Myaxx and Azmuth. Yes! Got 'em all."

"No revealing our identities though, okay?" Marinette asked.

"Done," Wade confirmed.

"Glad to see you all got to know each other," Jen said as she and Ben stepped up along with the rest of the team.

"It's great to be here, Jen," Chloe nodded. "But why did you gather us here though?"

"Because," Ben said. "You guys have all fought for your towns or cities, just like we have. But this is more than that now. The entire world is at stake here if we don't take out the Highbreed and their DNAliens."

"We need to take a stand here," Gwen said. "Our Grandpa Max said that we had to put together a team of the world's greatest heroes and the Plumber's Kids. And so we did just that."

"We've assembled you all as the heroes of the Earth to defend our planet," Becky said, before looking to the L-Crew with a wink. "And to make up for sins of the past."

"We've assembled this army of superheroes... and others..." Jen said, glaring at Darkstar slightly, "Because we all share one common goal: protecting our planet. Our home."

"We'll defend this planet from any evil," Adrien said. "Akuma or otherwise."

"Though aliens is a new one on us," Alix noted, raising her hand.

"Not us," Leni said, remembering the aliens from Royal Woods all to well.

"Nice to see you again, Xylene," Lisa said, shaking the Uroxite's hand.

That was when a pink light appeared and crashed down.

"Sorry to crash the party," Verdona said, taking on her human disguise to see an old acquaintance, who she glowered sternly at. "Hello, Xylene."

"Verdona," Xylene said.

"Man stealer!" Verdona said.

"You two had already broken it off before. He moved on from you after you had your sons. I was his girlfriend after," Xylene said, a hand on her hip.

"Is that a challenge?" the Anodite asked, encasing her hands in balls of mana.

"Maybe," the Uroxite said, levitating chunks of rock at her.

"Focus, ladies!" Sabrina said, separating the two aliens. "We have a planet to protect."

"Right," Verdona said. "Let us put aside our differences, old friend."

"For now," Xylene agreed.

"We can't lose," Kim said, walking by to see Tongri scratching at his ear. "We have a tiger."

Tongri roared at the sight of him and Sid walked up to him.

"Tongri, down. He's a new friend," she ordered.

Tongri stepped down and glared.

Scarlett suddenly got up from her meditative state and bowed her head.

"I have focusing my magical power through meditation," Scarlett said. "If this isn't enough, my army's on standby for me to call at any time."

"This will be enough, Scarlett," Jen said. "I just know it is."

"Who are you?" Lori asked Scarlett.

"I am Queen Scarlett of Cinnibar. I'm a warrior queen from another dimension."

"Wait," Luna said. "We've dealt with alternate dimensions before. If you're from another dimension, then why hasn't the world devolved into chaos?"

"Because I don't exist in this dimension," Scarlett said. "That would only tend to happen if two versions of a single person were to exist in the same dimension. Since there's no version of me or any of my soldiers here, me being here wouldn't disrupt the natural order."

"That makes sense," Lisa said. "Since she doesn't exist here, there will be no chaos."

"So why are you here?" Lincoln asked.

"I'm a Protector. It's our duty to protect the multiverse from any injustice. Including this. The other you would know that."

"Other me?"

"Oh, did I forget to mention that?" Scarlett asked. "Yes, I am very familiar with your family and friends, Lincoln Loud. Or at least, another version of you who... doesn't have a scar on the side of his face."

"I assumed," Lincoln said, feeling at the side of his face. "So what are we like there?"

"That is something that's best left to your imagination... unless you were to meet them sometime."

"Oh, dang it," Lynn said. "I was curious."

"There are some lines I can't cross. Sorry."

"Okay," Jen said to the group of assembled heroes. "Is everyone ready?"

"YEAH!" the group all cheered.

"Then let's roll," Ally said as she got onto her bike and drove off as the heroes all walked on in single file towards Los Soledad for the final battle for the planet. Julie and Justin got into Ship and flew off right beside them as Ben and Jen nodded and prepared their Omnitrixes.

* * *

Soon enough, Kevin's car and Ally's bike parked the team had reached Los Soledad and stopped just beyond the wall, seeing the several buildings beyond as everyone filed in and looked on.

"It's ridiculous, utterly ridiculous!" Chloe complained, rubbing at her feet. "A lady like me shouldn't have to walk this far!"

"Chloe," Pollen said, crossing her arms. "Do you want to save the planet or not?"

"Your, um..." Nicole began.

"Kwami."

"Kwami is right, my Queen," Nicole said. "This is more important than your feet."

"I guess you're right," Chloe sighed as Lola walked to her and put a hand on her back.

"I completely sympathize with you."

"Hey, I'm literal royalty," Scarlett said, gesturing to the crown on her head. "You don't see me complaining."

"You're not wearing high heels," Lola said.

"Touche," Scarlett said, winking as she unsheathed her sword and gazed at her reflection in the metal.

"Woo-wee," Jess said, fluttering her wings above as Rosie and Lily looked on at the area. "This really is a military installation."

"No kidding," Ryker said, hands at his revolvers. "The hulk here can see it."

"Why are we stopping here?" Darkstar asked as Lisa used her telekinesis on herself to fly up to her old friend Cooper's mech shoulder and the latter adjusted his goggles to see...

"It's a cloaking field."

"It's surrounding the entire military base," Lisa realized while Lori looked on and then sped off, doing a complete circle around the entire base in about two seconds flat.

"Lisa's right, guys," she said.

"Wow, you are _fast," _Alix said as Lori smirked.

"They don't call me Speed Queen for nothing."

Carol pressed a hand to her head and her eyes lowed red as she scanned the inside of the base and she shook her head.

"They're inside. With numbers and weapons far greater than our own," she reported.

"Numbers don't win battles,"

"Once we go inside, it's on," Kevin said, pressing his watch and turning into Absorber as Ally transformed into Matter Girl and revved up her bike, followed by Lucky Girl and Huntress as the twins pressed their Omnitrixes and were coated into their Omni-Suits before removing their helmets.

"Okay," Ben said. "We're not doing anything fancy, everyone. We go in, we destroy the hyperspace jump gate. We capture any Highbreed we can find. That's it."

"I won't make any promises on the _capturing _part," Scarlett said, raising her sword.

"That's just it, guys. I agree," Bev said, stepping up. "These guys want to destroy our planet and kill all of us. They're showing us no mercy and we shouldn't give it to them."

"Save that behavior for the Highbreed. Don't give it to the DNAliens," Jen said. "They're still humans underneath that shell."

"Right," Marinette said.

"One more thing," Ben said. "Whatever we were before, today, we're a team. We look out for each other, despite the fact that most of you are complete strangers to each other. We win or lose together."

"What's this about 'losing,' brother?" Jen said, glaring. "We are going to win. No matter what it takes. Today, we're cancelling the apocalypse!"

The heroes present (minus Darkstar) all applauded and cheered at this.

"It's now or never," Rose said.

"Right. Tikki, transforme moi!"

"Plagg, transforme moi!"

"Trixx, transforme moi!"

"Wayzz, transform moi!"

"Pollen, transforme moi!"

"Mika, transforme moi!"

"Mulan, transforme moi!"

"Flint, transforme moi!"

"Tamara, transforme moi!"

"Imp, transforme moi!"

"Daria, transforme moi!"

"Ari, transforme moi!"

"Pin, transforme moi!"

"Muria, transforme moi!"

The Miraculous Team were instantly transformed into their hero forms as Lincoln and Ronnie Anne smirked to each other as the L-Crew and L-Angels loked on.

"That was cool," Lincoln said. "And this is better."

They all pressed their watches and were instantly transformed into their hero suits, posing heroically.

Carol smirked and cracked her joints as she focused on the circuitry that made up her entire skeleton and was wired into her brain as her her hologram program activated and her entire form shimmered before the image slowly showed her hero outfit with the CG gears on her chest as she hit the ground with a smile, her eyes now glowing a digital red instead of their usual color.

Bev pressed her watch and was transformed into Vesuvius as Nicole and Clyde smirked to each other as Nicole took a necklace out from her shirt and pressed a button on it, allowing several pieces of machinery flew out and instantly formed around her as she floated in the air, artificial wings fluttering as Clyde pressed a button and several pieces of machinery flew out from the horizon and coated him in his armor, similar to Tony Stark as he smiled.

"And we've got an Iron Man," Antelope said. "Impressive."

"And a Cyborg," Cybergirl added.

"And a Hulk," Genarocker said, tapping on Petty's leg.

Ryker looked on to Firecracker as Hope flew up and smiled.

"Hey, Lincoln," Hope said as she smiled. "Remember me?"

"Hey, Hope. You may look different, but yeah.."

"And this is why we didn't ask Soothsayer to come," Lucky Girl said. "He's a little too old. We have Scarlett as well as Jen, Gwen and Hope. We've pretty much got our magic bases covered."

"Ready?" Jen asked as she readied the core.

"Ready," Ben said as they transformed into two familiar forms.

"Cannonbolt!"

"Sight Strike!"

"Haven't seen those two for a while," Lucky Girl smirked.

"What can we say?" Sight Strike asked, all the eyes on her body blinking.

"We're feeling _nostalgic," _Cannonbolt smiled.

The twins along with Scarlett stepped through the cloaking field to reveal the grounds underneath were covered with still-falling snow and one-by-one the others entered as well, confused at the sudden change in weather, their powers and weapons armed and at the ready.

"They've been busy," Absorber said, driving his car up as Matter Girl parked her bike alongside it.

Everyone looked skywards to see the giant arch resembling the St. Louis Arch towering high above them and they looked nervous at the sight of it as Antelope laid his bat over his shoulders and Reaper spun her scythe, ready for action.

"Snow?" Ladybug asked as a flake fell into Louve Grise's clawed glove.

"The DNAliens like it cold," Lucky Girl said, enveloping her hands in mana as Xylene and Verdona nodded as the former levitated several rocks and pieces of debris around her with her telekinesis and the latter's human form melted away, revealing the Anodite within who floated above, ready for war.

"I can deal with this," Black Ice smirked, stepping up as Sight Strike glared forwards.

"Don't bother. I think it's about to get pretty hot in here."

They heard a screeching and looked to see hundreds and hundreds of DNAliens pointing at them as Scarlett summoned her spiked shield and sword to her hand as she stood her ground at them as they all lined up to the small army of heroes.

"Give them no mercy," Huntress ordered. "Because if the Highbreed get through that jump gate, you're not getting any from them!"

"I've seen angels fall from blinding heights," she recited. "But you yourselves are nothing so divine. Just next in line!"

"Hey, that's my line!" Amplifier said, shooting to the skies and the DNAliens all roared and charged forwards.

"Let's do this," Lucky Girl said.

"The Battle for Earth is on!" Ladybug said, spinning her yo-yo around rapidly.

"Alright, heroes of Earth. TO WAR!" Scarlett shouted, pointing her sword forwards as the alliance let out a large battle cry as they all ran or flew forwards, splitting up into separate directions to engage with the DNAliens and their powerful machines.

_*Insert Battle Music: Master of Puppets by Metallica*_

Darkstar and Surge shouted out and blasted out a black and purple energy blast, sending DNAliens flying as Vesuvius jumped down from a building and struck the ground with both fists, sending up a fountain of molten magma forwards, blocking the DNAlien's just as Speed Queen moved in and swatted them all down with ultra-fast punches and kicks, leaving a blue streak behind her... only to see Dragonfly flying above her going at equal speeds.

"So, your name is Speed Queen, huh?" Dragonfly asked as she clutched her frisbee in her hand. "Let's see how fast you really are!"

She then tossed her frisbee, bouncing off several DNAliens before flying back to her just as Antelope moved alongside the American hero and gave her a salute as he zoomed in and swatted the DNAliens back with his bat, hard.

"Is that a challenge?" the 22-year-old heroine asked, raising an eyebrow. "Game on!"

She then zipped off, racing with them and taking down the DNAliens in their paths at blinding speeds.

A slime blast was tossed at him, only to be blocked by a honeycomb-shaped forcefield as Honeybee blocked the slime blast and grew two stinger-shaped swords from her wrists that she engaged the DNAliens' blades with before she blasted them back with her energy blasts.

The camera shifted to Wade blasted out solar blasts from his hands that sent the DNAliens back and not letting them near him just as Llia jumped down from a building and flipped around, tossing out her moonlight daggers that stabbed into them and sent them flying away, stabbing them into the nearby walls.

Shadow Mistress stood by a building, grabbing any DNAliens that ran by her by manipulating the shadows by her to wrap around them and toss them away, screeching.

She wasn't even moving from her spot in the shadows as Corbeau Noire flew by her and blasted the DNAliens away with her mirror before she smiled to the emo.

"Hi there, I'm Juleka."

"Maggie."

The two then manipulated the shadows by them, tossing the DNAliens back as well as blasting them with shadow and light blasts from Corbeau Noire's mirror.

Cannonbolt rolled through Los Soledad, deflecting any energy blasts that flew to him with his powerful shell and knocking them all away, only to be frozen by Louve Grise's ice breath or Black Ice's powers as the wolf heroine smiled and blew the DNAliens away with a powerful icy wind from her fans as Black Ice dropped by her and they stood back to back and saw several DNAliens on the top buildings blasting down at them as Black Ice formed an ice shield.

"Tag team?" the goth girl asked as Louve Grise only smirked wickedly.

"AWOOOO!" the wolf heroine howled as they both sent out a powerful blizzard forwards, knocking the DNAliens off of the building by them.

The camera shifted overhead as Firecracker sent out several fireblasts along with Alan as he flew by him, raining down inferno from above as Lincoln smiled at the Pyronite hybrid.

"So glad we didn't miss this!" Firecracker whooped, tossing down a fire blast that bowled the aliens over.

Absorber drove his car through the snow, taking on tons of slime blasts before he opened the door and leaped out, causing the car to slam into the DNAliens, mowing them down as he looked to Grizzly Bear and Parkour as they both sent their DNAliens flying away with a single punch to the chest, using their enhanced strength.

Vesusvius then sent a wave of lava outwards to chase her DNAliens away as she found herself back to back with Grizzly Bear as she wiped her brow.

"Wow. The twins weren't kidding when they said this was going to be tough."

"I heard that," Grizzly Bear stated as they looked to each other. "Tag team?"

"Why not?"

Grizzly Bear's brass knuckles started glowing as he slammed them into the ground, sending a massive earthquake throughout his area just as Vesuvius placed her glowing hands against the quaking ground and the DNAliens could only look on as a massive torrent of lava burst up from the ground, sending them all scattering as the lava blasted into them and solidified at a closing of the Magma Princess' fist, trapping them.

"Nice one," Grizzly Bear said, jabbing her.

"I call that one Lavalanche."

"Nice name," Parkour said as Grizzly Bear lifted up a stray tank and the brunette ran up and sent it flying out of his hands with a single headbutt, causing it to crash into the DNAliens approaching.

Matter Girl drove by on her motorcycle revving it up as she saw Crystal Princess sending out tons of bright pink crystals to send the DNAliens back. The goth girl smirked and grabbed the princess by the back and placed her on her bike as she drove forwards.

"What are you doing?" Crystal Princess asked.

"Trust me! Form a lance!"

"Why?"

"Just do it!"

Crystal Princess formed a lance from pink crystal as Matter Girl wandered into a massive swarm of DNAliens that surrounded her on all side.

"Hey, CP, you like doughnuts?!" she smirked.

"More than life itself."

"Then how about this one!"

Matter Girl shifted the gears and did a massive doughnut in the center of the swarm, Crystal Princess' lance swatted them all down in a hurry, smiling wildly as they all fell.

"You're a genius!"

"No, I'm just a quick thinker."

Matter Girl stopped her bike and placed the princess hero down before she drove off and absorbed the metal from a frame, forming her arm into a sword that she used to whack several DNAliens down.

Hope shouted out, blasting forth with her spells, not letting a single DNAlien near her as Lucky Girl ran in and blocked a bunch of slime blasts with a forcefield as Absorber leaped in from a large silo and gave a massive punch to the ground, causing a small quake.

"Nice one!" Lucky Girl said as she blasted out hundreds of mana blasts, not letting a single DNAlien in her path go as Verdona flew by her and smiled warmly, blasting even more powerful mana blasts as Lucky Girl levitated using her Telekinesis Charm and Surge floated by her, raising an eyebrow as the redhead chuckled.

"My grandma's cooler than yours," she whispered before flying off.

Alan blasted forth tons of fireballs as the camera panned to Rosie, who pressed her hands against the ground, letting loose a horde of large roses that grew tons of vines and grabbed the DNAliens, lifting them and tossing them away. She looked to see Greenthumb doing the same thing, but growing tons of thorns and swatting them away.

A few DNAliens tried sneaking up on the toddler hero... just before Rosie gasped and fired forth a flurry of green crystals that blasted them away.

"Wow. She's like Lola and Lily rolled into one," Multiple Girl said as she and her clones ran forwards and beat up a ton of aliens as Flamingo and her clones did the same thing, swatting the slaves down with their canes with a smile.

"We are good," a Flamingo said, flipping forwards before swatting down another DNAlien with her cane.

"We are," Mulitple Girl said as Queen Bee and Honeybee flew together back to back as Honeybee blasted forth a ton of missiles from her armor as Queen Bee let loose a few tornados from her trompo, swatting the alines back.

"Not bad, my Queen," Honeybee chuckled.

"You take the whole bee thing really seriously."

"Guilty as charged," the armored heroine said as she reached behind her without looking and blasted forth a honey bomb that detonated, sticking tons of DNAliens to the ground.

Firecracker and Alan continued blasting forth with flamethrowers as Myaxx continued brawling with her fisticuffs as she looked up to see a flying regimen of floating carriers blast down on the army.

Huntress, Forest Doe and Sharpshot looked up from a building and readied their bows.

"Ready?" Huntress asked as her compatriots nodded. "Fire!"

The three blasted forth with their arrows, constantly reloading as the carriers came crashing down on the ground with a smile.

"Direct hit!" Sharpshot said, high-fiving the French archer beside her as Huntress ran in and swatted a ton of the DNAliens away with her spear as Professor Paradox wandered an area as tons of DNAliens blasted forth their laser lances at him... only for him to stop time around him and walk away, allowing the blasts to fire into the DNAliens themselves.

Cannonbolt rolled in and mowed down the DNAliens as Sight Strike blasted a ton of different elemental blasts from her various eyes. They didn't notice as a DNAlien sniper aimed down at them... only for Gamer to appear behind them and smile.

"Psst. What you looking at?" she asked the shocked DNAlien as she gave a roundhouse kick to the head, sending him crashing down and grabbing his rifle as she blasted forth at them, shifting to another mode as she sent a blast of lightning forth as she smiled and zipped away.

Azmuth ran through the battlefield as fast as his tiny body would allow, only to get caught in a bit of DNAlien slime, causing him to struggle.

"Oh, that's just repulsive," Professor Paradox said, zipping away.

Cooper manipulated the tech in his mech suit, taking aim and locking onto the DNAliens blasting at him as Eagle Eye and Cybergirl flew in by him as all three of them blasted tons of energy blasts and missiles, sending a massive amount of explosions by them.

Justin shouted out as he gave tons of punches and kicks to the aliens by him, ducking by the blasts before he was swatted aside by a stray alien who roared at him.

"Uh, call it even?" he asked as the DNAliens swarmed him... only to get swatted aside by Tongri, who roared in fury as he swiped them aside as he looked to see Petty roar in anger as he swatted tons of DNAliens and tossed them away with his immense strength, roaring intensely as the blasts deflected off of his rubber body.

"Good boy," Justin said, petting the tiger, who purred softly as Beast ran in and swiped and stabbed with her battle claws, back to back with Reaper, who sliced and tossed the DNAliens away with her scythe.

"This is fun!" Beast said. "Except for the fact that we're all going to die if we don't win."

"OH!"

"Let's go!" Speed Queen shouted, swatting tons of DNAliens down with her intense speed.

Julie smiled down as she stood on her pet, Ship blasting tons of energy blasts and missiles forth, raining down hell upon the enemy units.

Scarlett ran through the battle, swatting down tons of DNAliens with her sword and magic blasts, ducking under the laser blasts as she ran in by a tank and shouted out, stabbing her sword into the side of the tank and slicing deep into the frame, before it came out the opposite end, causing the tank to explode, sending her hair flying forwards in her face. She jumped up and sent a ton of fire, ice and lightning blasts out, showing off her power.

Darkstar blasted a ton of energy beams forwards, only to get tackled and trampled by tons of DNAliens, who knocked his mask off sent crashing to the ground with the slaves surrounding him, blasters at the ready.

Darkstar shouted out as he blasted black energy beams forwards, sending the DNAliens all crashing away. He placed his hands on two of them and started absorbing their energy

"Yes!"

He started morphing back into his former beautiful self, the DNAliens on the ground writhing in pain. He repeated this with all of the remaining DNAliens that the team had defeated.

"Yes!"

"Oh, my God, what is he doing?" Ladybug asked, pulling an DNAlien back with her yo-yo and kicking it to Chat Noir who slapped it with his staff and pressed his glowing black hand against a building, sending it crashing down on top of the DNAliens.

"Something bad, I'm sure."

"Why did the Omni-Team recruit this guy?" Wildgirl asked as she swiped tons of DNAliens away as a gorilla.

"YES!"

"No!" Sight Strike said as she morphed into AeroForce and Cannonbolt morphed into Stinkfly and flew up to Darkstar, confronting him in the air.

"Stop hurting them!" Stinkfly said.

"This is a battle, Omni-Twins. We do what we must to survive."

"I don't disagree with that," Scarlett said as she landed on a building adjacent to them, preparing a bow that she aimed at Darkstar. "But there are standards that we must follow."

"These are human beings, Michael," Stinkfly said. "They're under alien control."

"We're supposed to take them _down. _Not _out!" _AeroForce cawed. "Understood?"

Darkstar sighed and stopped absorbing the DNAliens' energy before he grabbed his mask and put it back on as he started devolving to his zombie state.

"You two are fools. What would you do? Cure them?"

"Actually, that's not a bad idea," Stinkfly smiled as he pressed the Omnitrix symbol on his chest and his sister did the same.

"Omnitrix, revert DNAliens to human," the twins both ordered.

The symbols on their chests blasted out a green and pink light that blasted several DNAliens, killing the Xenocytes on them and reverting them back to their human forms.

_"Genetic damage repaired," _the Omnitrixes both said.

"Again," AeroForce gasped, panting heavily. "As many as we can."

They blasted again, taking out tons of DNAliens in a row, catching the attention of Cooper as he blasted away at the Highbreed's slaves as well as Prodigy, who sent several rocks at the DNAliens, blasting them back into Xylene, who sent them crashing away.

Cooper scanned the way the twins were blasting the DNAliens and raised an eyebrow.

"Huh," Prodigy said, grinning wickedly.

Rena Rouge played her flute staff on a building above them, creating helpful illusions to distract the DNAliens before whacking them off of her perch as she noticed them reverting back to human form.

The twins, however, looked completely exhausted and groaned out.

"Again..." Stinkfly groaned before he and his sister collapsed into the snow, gasping out as they turned back to human form.

_"Warning," _the A.I.s said. _"Cycling to recharge mode."_

The petered out twins were surrounded by DNAliens who shot their blasters at them all at point blank, only to be blocked by a green and pink forcefield and they saw Carapace and Lucky Girl blocking the energy beams with their forcefields as Matter Girl walked up to two DNAliens and conked their heads together, knocking their out as Ladybug ran in and slammed another one's blaster out of his hand with her yo-yo and Firecracker blasted the rest away, landing on the ground as Panda Roux and Gamer ran up and the latter shifted her mode to The Medic from Team Fortress 2, blasting the twins with her healing blaster, getting them back up to strength as Panda Roux had his pencil-spear at the ready.

"Come on, guys," Absorber said to the armored heroes as Scarlett ran up, shooting out a fireblast to a DNAlien running by her. "As much as you two need your beauty sleep, now's not a good time."

"What happened?" Ben asked as Paradox and Azmuth ran in while Myaxx and Xylene ran/floated up, smashing any DNAliens by them with their fists or rocks.

"You two misused the power of the Omnitrixes," Azmuth said.

"We were just trying to help people," Jen said.

"You wasted their power on a pointless exercise," Myaxx said.

"This isn't pointless."

"Good intentions, you two. But in instances like this, timing is everything," Paradox said, checking his stopwatch.

"What do you mean?" Ben asked.

"It will come to both of you."

"Are you two saying we can't use the Omnitrixes to save people?"

"Actually," Prodigy said as she rested on Cooper's mech. "Now that the pair of us have seen how you guys do it, maybe you won't have to."

"Let's do it!" Cooper said as he manipulated the tech in his mecha suit as Prodigy surrounded herself in a green field with her eyes glowing green as she separated the machinery into several different parts that she contorted into blasters that Cooper programmed with a determined smile as he sent the blasters out to every single hero on the battlefield.

"Alright!" Multiple Girl said as she dodged a slimeball.

"We've got the upper hand now," Nate said, blasting a slimeball back with an eclipse blast.

"Let's see," Flamingo said as she fired her blaster towards a DNAlien and the Xenocyte controlling her instantly died and the hero fell to the ground, unconscious.

"Nice, babe!" Corbeau Noire said, flying above and constricting the DNAliens with their own shadows so her girlfriend could blast them while her clones also kept them subdued.

"You're sure this won't hurt them?" Panda Roux asked, blasting an alien back with a plasma blaster he drew followed by Cooper and Prodigy's blasters.

"They'll wake up with a _little_ headache," Prodigy admitted.

"For the Earth!" Huntress shouted, blasting forth with her blaster.

Ben and Jen transformed into...

"Jetray!"

"Battlefly!"

The manta and butterfly aliens flew upwards, grabbing a blaster each as they opened fire on the DNAliens, instantly killing the Xenocytes and knocking the humans unconscious.

As the DNAliens blasted back, Jess looked up as Battlefly joined her and they both blasted the DNAliens back with their wind blasts as Jetray blasted them with his neuroshock blasts.

Jen then flew up and transformed into Swampfire, which had more of a figure and visible breastbones than Ben's Methanosian form as she slammed to the ground as Jetray transformed into his own Florian form, not even noticing the change in gender as they both locked arms and slammed into the ground, sending out a flurry of thorned vines that knocked the DNAliens back as Swampfire looked at the swarm and smiled.

"My turn," she said, slamming the core on her chest and transforming into her own Arburian Pelarota form that had light blue skin and purple shells that she called... "Painwheel!"

"Ooh, nice one, sis," Blossom Rose smiled as she/he slammed the core on her/his chest and transformed into...

"Frostblight!" the Cryosprite said as he flew off and froze a ton of DNAliens in place as Painwheel rolled in and slammed them back with her armored shells.

Everyone else in the fight continued using their powers, following up with Cooper and Prodigy's blasters as they managed to significantly reduce the DNAlien swarm to almost nothing. Azmuth, however, struggled to lift the heavy blaster as Paradox smirked.

Scarlett and Hope fired tons of spell blasts as Scarlett sliced a blast in half with her sword and smirked, twirling it in her hand while the others looked on.

"You know, you could use one of these," Surge said, flying down to the warrior queen, showing her glowing hand to her who only smirked.

"What can I say?" she chuckled as she summoned her Keyblade. "I'm one to bring a sword to a gunfight. And usually wins."

Alan and Firecracker blasted their fire streams from overhead and didn't let up with their blasters either.

"Keep it coming!" Speed queen said, running in and kicking several DNAliens back with a shout of effort.

Julie and Justin kept the fire coming from overhead as well, riding on Ship as they smiled.

"I've never felt so alive!" Julie said, blasting forth as Justin smiled and avoided a laser blast.

"I know, right?! We should do this with the twins more often!"

Azmuth struggled to lift his blaster and only succeeded in blasting at the ground, effectively turning the blaster into a pogo stick.

Absorber shouted out, sending his blasters out with raging fury, not noticing as a DNAlien on one of the weather towers fired a sniper blast forwards to Chat Noir.

Thankfully, the twins took notice of this and Painwheel bounced up and transformed into yher pink Upchuck form and swallowed the blast and swallowed before spitting outwards, knocking the DNAlien back.

* * *

"This is impossible!" the Highbreed Commander shouted. "That vermin must not be allowed to reach us!"

"Our forces are surrounded, Master," a DNAlien said. "I do not think we can stop them at this rate."

"Very well. We must accelerate our plans. Activate the jump gate, now!"

"As you command," two more Highbreed said, activating the control console and typing in the commands.

Red lights popped up all around the jump gate as the alliance ran up to its base and gasped.

"It's activating!" Queen Bee shouted from above.

"What do we do now?" Alan asked.

"I don't know!" Lila said as Shadow Mistress sent tons of DNAliens flying with her shadow powers.

"What _can _we do?" Vesuvius asked, blasting forth with a magma blast

"We break it," Absorber said, running up and slamming the jump gate, only to be blasted back by the field surrounding it.

"Figures," Crystal Princess said.

"Not a scratch," Rena Rouge examined. "What's this thing made of?"

"A neutronium carbon alloy."

"Dude, that was rhetorical!" Carapace shouted.

"Everybody," Upchuck shouted as she stomped in place as she slammed her Omnitrix and morphed into Rainbowgon, her five heads looming over them as all of the heroes converged together at the gate.

"On three!" Ben said, morphing into Eye Guy. "One! Two! Three!"

All of the heroes shouted out, blasting forth with their powers and weapons of all types, only to not lay a scratch.

"Nothing," Darkstar said.

"We're too weak," Hope said.

"Maybe not," Rainbowgon said as she morphed into her To'kustar form.

"Skyscraper!"

Which prompted her brother to turn into Way Big and they each took a side of the gate and Parkour and Grizzly Bear looked up and took the opposite side and they all shouted out, struggling to lift the gate up.

"It's working!" Huntress said.

"Back away! It's about to..."

But it was too late. The gate activated with a flash, violently shocking the heroes as they all were blasted back, the twins falling into each other and forming a crater in the ground, turning back to human and covered in several cuts and bruises.

Much to the team's horror, several hundreds of Hihgbreed warships flew through the gate, flying through the air as the team started to get their bearings and ready for the fight.

No one noticed the unconscious twins in the crater as a single drop of the blood leaking from Jen's arm started to drip downwards onto her brother's Omnitrix as the dial started to spin and Verdona looked on, concerned for her grandchildren.

* * *

**To be continued...**


	36. War of the Worlds: Part 2

The twins shot awake as they looked to see their grandmother and their guardian healing their wounds, surrounding them in a pink and red aura and they looked up to see the Highbreed fleet in the sky, seeing hundreds of ships filling the air.

"Oh no," Jen whimpered as Verdona took her shoulders and the others looked on as DNAliens filled the installation again.

"It's... over!" Ladybug gasped.

"We failed!" Rosie exclaimed.

"Lori, get back to Royal Woods. Let our friends know about their impending doom," Cybergirl said.

"No. We're in this together. Until the end," Speed Queen said, bracing herself.

"Then I'm glad we're not dying as enemies tonight."

Beast glared as she bared her mechanical claws beside Huntress as she twirled her spear in preparation.

"If we're gonna go down, we're going down fighting!" Huntress said, sticking her spear out towards the DNAliens.

"I hear that!" Beast said as Tongri moved in by her side and growled savagely at the Armada above.

The Omni-Team along with Ladybug, Chat Noir, Firecracker and Surge ran or flew down to the crater as the twins recovered.

"We're too late," Lucky Girl said.

"No. It's never too late," Ben said. "We need a new plan."

The twins then looked to their sides as their friends glared.

"Well, oh great leaders?" Absorber asked.

"We're working on it!" Jen said.

"Gee, _that's _reassuring," Huntress said with a leer.

"That's it!" Ben said. "We're going to break into the control room and force the Highbreed Commander to make the armada retreat!"

"Brilliant!" Jen said.

Everyone only stared as Darkstar sighed.

"_That's _your big plan?"

"Hey, how many times have we beaten you?" Ben asked.

"Twice. But just at this moment, I can't imagine how."

"The main control tower will be the most heavily guarded building in the city," Azmuth stated.

"Precisely my point," Darkstar said.

"How are we going to get inside?" Ladybug asked.

"Leave that to us," Matter Girl said as the twins reactivated their Omni-Suits.

* * *

The team got into Absorber's car and Matter Girl got onto her bike and revved it up as Firecracker, Surge, Ladybug and Chat Noir got ready to swoop into the building beside them while the rest of the alliance were fighting off DNAliens and Highbreed on the ground beside them, blasts of every different kind soaring through the air above them as Speed Queen, Antelope and Dragonfly zoomed by them in every direction, swatting down everything by them.v

"We're going to _drive_ to the control tower?" Lucky Girl asked.

"Uh-huh," Absorber said as he and his sister pressed a button on their vehicles and they started shifting into more powerful, technologically advanced versions as Ally rolled her fist in excitement.

"When did you get all this stuff?" Omni-Green asked.

"When _didn't _we?" Matter Girl asked.

"Every time we found alien tech on our missions and tossed it in the trunk, whenever we had free time at headquarters..."

"You work on the car and bike," Huntress said as Scarlett ran up by them and nodded.

"Yep."

"Okay," the warrior queen said as she pressed the button on her Enchantlet.

_"You rang?"_ Celestia asked her.

"Send in the Scarlet Army to Los Soledad."

_"At once. Stephen, Twilight? If you would please."_

Scarlett looked through the air to see several portals forming and the heroes looked on to see several figures walking through, some of them familiar to the Omni-Team (or the video game fans among the alliance.) **(A/N: Look at my profile page for information on who's here)**

"You guys ready for this?"

"Pumped," Korra said, slamming her fists together as Scarlett saw the generic soldiers of her royal guard here too as they slammed their spears against the ground.

"We need to clear a path to the control tower. I called you here because we don't have enough numbers."

"Can do," Raiden said, unsheathing his high-frequency blade.

"Remember. You can kill the Highbreed, not the DNAliens."

"Of course," Kratos said. "They're all still human underneath from what you told us."

"Ready?" Ryu asked the soldiers as he unsheathed his Dragon Sword.

"CHARGE!" Scarlett commanded as the Scarlet Army all charged out of the portals and joined in the battle as Korra lifted two large boulders up and slammed them into two Highbreed Warships above as Ryu and Raiden ran by a tank and sliced it to ribbons with their blades, not wasting any time battling the foot soldiers on the ground.

Scarlett shook her head in pride and ran alongside Absorber's car as it drove down the snow-covered road with Ladybug and Chat Noir swinging across the rooftops and Firecracker and Surge flying alongside it.

A huge horde of DNAliens appeared, blocking their path and they were blasted back as Tabby ran in and played a power chord on her axe that knocked them back as Kevin blasted missiles from the roof of his car and Eagle Eye, Honeybee and Cybergirl appeared and blasted everything they had at the DNAliens, knocking them all out just as a large truck blocked their path again.

"You're not stopping, are you?" Omni-Pink asked.

"Nope."

Firecracker and Surge and Matter Girl blasted fireballs and energy blasts at the truck (the latter firing energy blasts from her bike), destroying it as Lucky Girl and Omni-Pink gasped and surrounded the group in a mana force field as the car leaped forwards, blocking the large flames before landing on the ground, sending the Anodites back with a groan.

"And _this _is why we always wear our seat belts!" Omni-Green shouted

The armada started blasting lasers down at them as a large demonic creature summoned by Bayonetta appeared and swiped at the ships, destroying quite a few of them and sending them crashing down, sending creatures scattering.

Matter Girl blasted a missile into a military building, destroying it as they drove/ran in for shelter as a horde of DNAliens appeared to stop them, before getting violently shocked by Cole and Amplifier's lightning as Cole gave a salute to Scarlett, who smiled in appreciation as they ran through.

"Get to the control tower!"

The group avoided all the laser blasts as they saw the warriors and heroes clashing with the DNAliens and the Highbreed either on the ground or in the air.

"Alright," Ladybug said as she landed along with her boyfriend. "What's the plan?"

"We get to the control room," Omni-Green said. _"Then _we fight."

"I was afraid you were going to say that," Absorber said as he and his sister activated the auto attack functions on their vehicles, sending the car and bike driving off as Scarlett saw Alita and Ryu back-to-back, slicing and dodging every swipe and blast that came near them as Alita handled the Damascus Blade in her hands and backflipped, kicking off a building as she sliced a DNAlien carrier in two, sending the pilot crashing down as he was hit by one of Cooper's blasters as Ryu used his Ninpo Dragon technique to send tons of Highbreed invaders into his fiery dragon and burn them alive with a mighty _chomp_!

"These guys have it handled out here," Surge said as she and her boyfriend flew in the air as all the others ran forwards up the steps with a mighty battle cry as laser blasts came near them as Scarlett used her shield to protect them with Ladybug and Chat Noir using their shield techniques to stop the blasts as well.

"Bismuth!" Scarlett shouted.

"On it!" came a voice from down beneath them as a violet-skinned alien creature with rainbow dreadlocked hair and a black apron with a star tattoo on her right arm waled in with sensors strapped to her arms and legs with a gigantic blue and white robot next to her following her every movement as she swiped at the Highbreed ships above them and blasted missiles from the robot's wrists, blasting away with a shout of effort.

Kevin and Ally looked on to see their vehicles fired upon by the enemy as Parkour was swatted into a building before she shouted out and tossed a huge boulder at a Highbreed, sending him crashing down.

"Get off our planet!" Shadow Mistress shouted as she and Corbeau Noire battled together with their shadowy powers.

"Kevin, Ally, come on!" Lucky Girl shouted as they ran up the steps to the tower.

"I'm gonna miss that car," Absorber sighed.

"Me too."

The team continued running up the steps, starting to get tired.

"The Highbreed have an entire armada of star ships but they haven't invented the elevator?" Huntress asked, sweat brimming her brow.

The team eventually arrived at the top of the control room as Kevin absorbed the rocky door as the twins nodded.

"It's hero time!" they shouted together as they slammed their Omnitrixes, transforming into...

"Swampfire!"

"Rockette!"

"Cataclysm!" Chat Noir shouted out as he slammed his glowing fist against the door, causing it to crumble almost instantly as he dusted his clawed glove off.

In the control room, the Highbreed and DNAliens were hard at work when they discovered the doorway crumble and the Omni-Team, plus the leaders of the Miraculous Team and L-Crew along with the Scarlett Warrior come in as Rockette spun her guitar pick.

"Heeeere's Jenny!" she shouted.

"Tennyson! That is you isn't it?" the Highbreed Commander asked. "Oh, never species never mattered to me."

"Yeah, yeah," Swampfire said as the team bared their powers and weapons. "You're all superior and pure-blooded. We're all maggots. We don't have time for that today."

"You're going to wish you never entered our planet!" Ladybug shouted, spinning her yo-yo rapidly.

"Yeah, what she said!" Firecracker said, his hands enveloped in flame.

"Do not mock me, Tennyson twins. You will die along with the rest of your insignificant race or slowly at my hands."

"Or, we were thinking _not at all!"_ the twins shouted in unison as Scarlett walked forwards and spun her sword in hand.

"You can either call off the invasion or you can die screaming alongside the humans you slaughter!" Scarlett shouted, showing her savagery.

"Enough of this," he said. "Destroy the others. Leave the Tennyson twins to me!"

The DNAliens snarled and ran forwards at the team, who dodged as Ladybug swatted them away with her yo-yo, using her sixth sense to sense the others coming near her as she kicked them to Lucky Girl, who kicked them and chopped them away with her martial arts skills into Surge, who nailed them with energy blasts.

CHat Noir hit several with his staff into Absorber and Matter Girl, who used their enhanced strength to hit the creatures into Firecracker's flaming fists as Swampfire and Rockette ran forwards to the Highbreed Commander, who slammed his fist into Swampfire, nailing through his head.

"NO!" Huntress shouted, just as she fired a bola arrow out that ensnared a DNAlien's feet.

Rockette shouted out and played a wicked solo to the Highbreed Commander, who only swiped away every blast sent at him as he roared towards her and grabbed her throat as Swampfire transformed back and was out on the ground, unconscious.

"And so it ends," the Highbreed Commander said. "Just as your grandfather met his demise trying to defeat me, so you two will fall at my hands as well."

"Yeah, kind of mad now," Omni-Green groaned as he turned into Four Arms and laid the smackdown on the Highbreed holding his sister.

He then leaped down from the rafters as Lucky Girl created a shield to protect herself as Matter Girl ran in and swatted with her metal hammer feet, sending the creature flying into a machine, destroying it.

Huntress ran in with her spear, just as she was grabbed by the throat by the alien warlord before her, groaning as she held at her throat, starting to suffocate.

"No!" Absorber shouted as he ran in, only for the Commander to grab him, dsetroying part of his armor and slamming him into another machine, causing an explosion that sent him crashing back, dazed.

"Leave him alone! Your business is with me and my brother!" Rockette shouted as she transformed back, generating a powerful forcefield around her.

"Very well. I was nearly done here anyway.

Jen was struggling as the Highbreed smashed away at her forcefield that she was in as the Highbreed approached her and Scarlett looked at her with pleading eyes as she defeated all the DNAliens that went near her with her expertise in magic and fighting as she was struggling to stay up.

"Who are you?!" she asked as Jen turned to her guardian and widened her eyes. "Are you human? Are you an extraterrestrial life form who turns her back on lesser beings?"

Four Arms ran up to he brawled with the Highbreed and then transformed into Heatblast and blasted him with fire as the other heroes present struggled in their duel.

"Are you only the legend?" Scarlett continued as Jen closed her eyes and started focusing, a glare present on her face. "Or are you the truth behind the legend? We believe in you. We have faith in you! Have faith in yourself!"

"You cannot stop me, vermin! Or perhaps I'll destroy your friends first to weaken you?!"

Jen's eyes started to glow violently as she morphed into her Anodite form as her mana pulsed uncontrollably as her teammates, Firecracker, Surge, Ladybug and Chat Noir started to shield their eyes from the brilliant light shining.

"Remember the girl who you are!" Scarlett said, not flinching. "Remember the deeds you've performed! Everything you've accomplished!"

"Now, tell me!" Scarlett shouted, losing all her restraint. _**"WHO. ARE. YOU?!"**_

_**"I AM JEN TENNYSON! THE MASTER SPARK!" **_Jen shouted as she let loose a massive surge of mana and her Anodite form began to change before their very eyes into something beautiful and deadly.

She shouted out as her clothes shifted colors into a violet form with pink linings and the runic lines completed themselves on her arms and legs, her hair shifting into one form before it suddenly ignited into a flurry of brilliant magenta flames. She shouted out in fury as she doubled over and large flaming wings burst out of her back before flapping on their own.

Everyone looked on in awe, except Scarlett, who looked on in pride as Heatblast changed back to human and looked at his Omnitrix, looking at the new symbol on it.

_"Scanning complete. Anodite DNA sample acquired and ready for transformation."_

"Oh, my gosh," Firecracker said as they looked at the deity before them.

"She's... she's..." Chat Noir said, eyes widening.

"Gorgeous!" Ladybug said.

"Powerful!" Surge said.

"The prophecy is nigh," Scarlett smiled as she looked at Jen, who looked at herself and shouted out, blasting the Highbreed Commander with mana fire as she shouted out in fury and flew out of the window, laying waste to several warships by blasting them with all powerful mana blasts, showing her clear fury.

Ben looked on in awe as he flashed back and remembered his second vision from five years ago that had come to pass now.

"That's the second vision I've had and the second that's come true. Maybe they really are meant to happen."

"I think she may have lost it," Kevin groaned out as Huntress propped herself up on her spear.

"The Protectors were right. She _is _the Master Spark."

As Jen continued her assault on the armada as the others fighting below looked impressed the Highbreed grabbed Huntress by the throat and she struggled.

"Let her **_go_**!" Lucky Girl said, her eyes glowing pink.

Everyone looked to the redhead as her form too melted away and revealed the Anodite beneath. She had deep purple skin, like her cousin, long hair in glowing mana tendrils her glowing pink eyes. Her wore a blue cat-like mask mask, blue gloves a dark blue fight-shirt with her Lucky Girl logo on it with a light purple jacket over it that cuts off and revealed her midriff and naval. She also had blue heeled boots, a dark blue miniskirt with a light blue stripe and a belt.

"Whoa," Matter Girl said as Lucky Girl blasted away at the Highbreed Commander, freeing her sister, who fell into her arms as they looked to see Jen flying around at hypersonic speeds like a phoenix, impressed and disturbed at the same time as she flew around with a shout of fury then back to Lucky Girl, who levitated the Highbreed in her telekinesis and then blasted him away with a fireblast as Surge and Chat Noir landed a dual strike at him, sending him crashing back down into the snowy ground below.

"Gwen, no!" Absorber said as Jen groaned out and felt at her head as she flew back to the tower, feeling her newfound power start to burn out as she flew back to her brother and Scarlett as she blasted out a few more blasts of fire.

_**"So much power!" **_Lucky Girl shouted, her voice echoing.

"Gwen, listen to us," Huntress said. "You've got to shut this down."

_**"No. I think Jen and I can defeat the Highbreed all by ourselves."**_

"Your grandmother said it would take at least 75 years for you guys to master that power!" Matter Girl said.

**_"We don't have 75 years!" _**Jen shouted as she blasted a few more DNAlien tanks apart with her power.

"You won't remember Ben or me or any of us!" Huntress said, grabbing her sister's shoulders. "You'll lose your humanity!"

"We're going to find another way to win," Matter Girl promised. "Together."

"You've got to come back to me, Gwen," Absorber said. "I can't lose you. Okay?"

Jen groaned out as her eyes rolled back in her head and she fell to the floor, depleted as her Anodite form melted back to its standard state before she morphed back to human, passed out completely and out of her Omni-Suit. "Oh. That's going to take a _lot_ of getting used to," she groaned out, clearly tired beyond belief.

Ben looked as a strand of her hair started glowing as it turned pink from the roots down to the tips, accentuating her beauty as Gwen powered down and fell into her sister's arms.

"Okay."

Scarlett went up to her charge and helped her up onto her feet, struggling to stay up from the sheer amount of power she had just wasted as Ben looked at the new form in his watch.

"You two may have to worry about losing your humanity when you go Anodite. But I don't!" he said as he adjusted the dial on his Omnitrix and transformed.

His skin turned a deep dark pink while also morphing his clothing into a green and black bodysuit that covered his body except for his arms and head, which was enveloped completely in magenta flames with the Omnitrix symbol adorning his chest as he floated in the air and crossed his arms out, shouting out as Verdona floated up to see what had happened to her grandchildren and smiling with pride at what they had just accomplished.

"Lifeforce!" he shouted as the others looked at him and smiled.

"Okay, young man. You're joining your sister and your cousin in training. But only with that form... faker."

"Fair enough, I guess," Lifeforce smirked as she walked over to Jen, noticing the pink streak now in her brunette hair as she swept it behind her ear.

"And as for you, young lady, the Master Spark form is something I can't help you with. You're going to have to get control of that on your own."

"Okay, Grandma," Jen said, hugging her grandmother, who smiled on all her grandchildren with the proudest warm smile.

"But we start training with your Anodite forms starting tomorrow."

"Done," Gwen and Jen said simultaneously.

"I'm so proud of you. Of all of you. And you know it."

"We do," Huntress said as she hugged Verdona along with Jen, Ben and Gwen, as the Anodite hugged them back.

That was about the point that the Highbreed Commander climbed back up into the control room as Lifeforce glared his glowing green eyes.

"You are finished, insects!"

"Not yet, we're not!" Firecracker said as he, Scarlett and Surge blasted a fire stream, an ice blast and an energy blast that hit the Commander point-blank as Lifeforce, Jen, Gwen and Verdona blasted forth with a quadruple mana blast, instantly weakening him completely as he hit the ground.

"Okay, now we're finished," Lifeforce smiled.

"And as soon as you give the order, the whole invasion is over," Jen smiled.

The Highbreed Commander chuckled loudly at the small group of heroes in front of him.

"You think this is funny?!" Firecracker asked.

"I do not have the authority to call off the invasion. Only the Highbreed Supreme could end the attack. And he is beyond your reach. Safe on the home world."

"Then I'm afraid you're of no use to us!" Scarlett said as she shouted out in fury as she quickly swung her sword down with a cry of effort, severing the Highbreed Commander's head from his body as it fell limp to the floor, instantly dead, purple blood spilling everywhere as she panted out and flicked her wrist, flicking the blood off the blade.

"Whoa," Ronnie Anne said. "Remind me never to get her angry."

"It's alright," Scarlett said. "I never had any intention of letting him live anyway. He was going to eradicate your entire planet. That's more than worthy of the death penalty, is it not?"

"No," Surge said.

"Good answer," Scarlett said with a nod.

"Besides, it's not our first alien invasion," Firecracker said. "And it probably won't be our last."

"At least things can't get any worse," Ladybug said.

As soon as she said that, tons of DNAliens ran forwards and looked at the headless corpse of their leader and growled angrily.

"Oh man!" Jen said, transforming into Kung Fang and baring her swords as Scarlett stood next to her.

"I'll try holding them back with a shield," Gwen said. "Maybe we can-"

"You don't have to!" a familiar voice cried out and they turned to see Manny as he mowed through the DNAliens with his intense strength and his blasters.

"Stand aside, alien freaks! You're in my way!"

"Manny!" Huntress smiled.

"Hey, guys!"

Then, a blue and green blur zoomed by to reveal Helen as she collected all the DNAliens' blasters and dropped them to the ground, lifting her visor as Pierce flipped through the air and tossed his spikes down to destroy them while Simon collected them all in his mech's extendable arms and Firecracker and Ladybug blasted them all, turning them back to human and they fell to the ground, unconscious.

"Helen? Pierce? Simon?" Lifeforce asked.

"But that means-" Kung Fang began.

"How's it going kids?"

Everyone looked up to see Max fly in on a Null Guardian as he smiled down at them and then looked extremely surprised to see the Anodite in the room and he got off of his mount and they walked up to each other.

"Max," Verdona said with a chuckle as Max looked to her.

"It's been a long time, hasn't it, Verdona?" Max asked as his ex-girlfriend chuckled.

"It certainly has. I still haven't gotten over you running off with that Uroxite though."

The two old lovers then smiled and embraced, hugging each other with all the care in the world, before Verdona slapped him across the cheek.

"I kinda had that coming," he sighed.

"I thought you were dead, you asshole!" Verdona scolded jokingly.

"So did they."

Kung Fang and Lifeforce coughed as they turned to Ladybug and Chat Noir.

"Marinette, Adrien, this is our Grandpa Max," Lifeforce said as the two French heroes shook hands.

"Nice to meet you. I hear you have a thing for Hawaiian shirts," Chat Noir joked as Max smiled.

"Grandpa Max!" Lucky Girl said as the twins transformed back and the kids all hugged their grandfather.

"And Max-Force!" Manny shouted.

"What did I say about calling us that?"

"I think it sounds cool."

"I liked it," Simon said, raising his hand.

"What are you doing here? We thought you were going to stay in the Null Void until you cleaned it up?" Huntress asked.

"Pretty much covered all the work there. Anyway, I figured after all the work I put into uncovering the Highbreed conspiracy, there is no way I'm sitting out the final battle."

He looked down to see the Highbreed Commander's corpse.

"And I see you already made a lot of progress."

"That was me," Scarlett admitted. "He didn't deserve to live anyway."

"It may already be too late, Max," Xylene said as she hovered up into the control room with Azmuth in tow.

"Xylene?"

"Hey," Verdona sighed as Xylene shook her hand and hugged Max, rolling her eyes.

"The Highbreed fleet will uncloak and destroy the Earth in less than one hour," Xylene said.

"And we don't even have a plan," Absorber said.

"Actually, I think we might," Jen said.

"The hyperspace jump gate is like a portal from the Highbreed homeworld to here, right?" Ben asked.

"Yeah, so?"

"So a door out is also a door in," Jen realized.

"Hey, Gwen? Got your phone?"

"Sure, why?" Lucky Girl asked.

* * *

Outside, the battle raged on with Scarlett's soldiers doing all they could to slaughter the Highbreed that got near them while the native heroes blasted the DNAliens.

Ryker ducked and slid in the snow, blasting two of Cooper's blasters to destroy all the DNAliens before he lassoed a Highbreed as Kratos ran in and used his battle axe to bisect him vertically, the cowboy smiling as he tipped his hat.

Suddenly, Julie's phone rang as she blasted away as Professor Paradox turned to her.

"Aren't you going to answer that? It's important."

"Hello?" Julie asked, picking up her phone. "Gotcha, Gwen."

"I told you," Paradox said, teleporting away.

* * *

"We're all set."

"Can you guys hold the line up here?" Matter Girl asked.

"You mean keep them from retaking the control room?" Firecracker asked.

"Consider it done," Ladybug said, pounding the pyromancer's fist.

Ben walked out to the broken window.

"Where are you going?" Helen asked.

"Just stepping out for a bit," Ben said, stepping out casually.

"Ben!" Verdona shouted.

But Ben then rose up again, standing on...

_"SHIP!"_

"Hey, team? You guys coming?" Ben asked as the others all ran up onto the Galvanic Mechamorph.

The team went inside and looked forwards to see a swarm of heavy machinery blocking the hyperspace jump gate only to be scorched and destroyed where they stood. Everyone looked up to see a large green dragon that some recognized as Wildgirl flying above and blasting her fire breath at the DNAliens artillery below.

"Guys, go! Now's your chance!" Wildgirl roared.

Ben grabbed Ship's controls and then they flew forwards through the sky as Justin and Julie blasted away at the approaching DNAliens and looked to see their others in the air.

"There they go!" Julie said. "Careful, Ben."

"Do this for us, Jen!" Justin said.

"Bout time I got to drive," Omni-Green smiled as Absorber turned to Azmuth in the other seat.

"I'm still trying to understand what old bug eyes is doing here."

"If you're refering to me, surely you didn't think I'd eave my Omnitrixes unattended, did you?"

"The twins care about you too," Huntress said.

"I'm only concerned with the Omnitrixes, not the twins."

"Sure you do," Scarlett said as she pressed her badge to her ear. "Caitlyn, we've got a few bogeys on us. Take care of them."

"On it," Caitlyn said from her high perch as she activated her rifle and aimed carefully, blasting away at the small enemy ships following Ship, sending them crashing to the ground.

"Jump gate coming up," Jen said. "It's time to change into the flight suits."

The twins slammed down on their Omnitrixes, transforming into...

"Grey Matter!"

"Brainstorm!"

Jen's Cerebrocrustacean form had an amber-colored exoskeleton and thinner claws and six legs instead of four compared to her brother's and she walked up to the controls and started working with him on piloting Ship.

"Keep your distance, Becky," she told herself, rushing to the back of the ship with Scarlett.

"What?"

"It's nothing," Becky said. "It's just that I'm extremely allergic to shellfish and I can't be around Cerebrocrustaceans."

"Ah, that makes sense," Azmuth said.

"With my oversized cranium and intellectual superiority that naturally follows from it, this is obviously the correct form to pilot this vehicle under these trying conditions."

"Which is exactly why _I _should pilot Ship," Azmuth said as Brianstorm giggled.

"Sis, are you inferring that you're smarter than us because your head is bigger?" Grey Matter asked, pulling on a lever.

"No, brother. I'm _implying_ that I'm smarter than you because my _brain _is bigger."

"Here's your chance to prove it," Matter Girl said, tapping on Brainstorm's shell. "INCOMING!"

The team screamed in terror as Scarlett fell into the back of Ship, hurt and fell to the ground as they avoided the lasers from the Highbreed warships as she pressed her hands against the ground and surrounded Ship in a red forcefield, protecting everyone within.

The lasers bounced off of the forcefield (barely) and deflected back into the warships, sending them crashing to the ground.

"Kratos!" she groaned as she pressed the badge. "Get Bismuth to toss you!"

Bismuth nodded and reached her hand down to Kratos, causing her robot to grab him as well and she shouted out and tossed him to the Warship on Ship as he pulled out his Blade of Olympus and he sliced horizontally around its side on the ascent and descent, destroying it in a fiery blast as he fell to the ground.

"Prepare yourselves. The jump gate can be disconcerting," Azmuth warned.

"How does it work?" Huntress asked.

"It converts you into faster than light tachiyons-" Azmuth began.

"Broadcasts them to the receiver gate on the opposite side of the galaxy," Brainstorm continued.

"Then reconstitutes you," Grey Matter finished.

"Brace yourselves!" Lucky Girl shouted as Ship flew into the gate.

Everyone inside the ship felt their bodies being distorted as Lucky Girl moved her hand in front of her face, distorted going at faster-than-light speed.

"Ooh. That's cool."

The team finally flew out on the other side of the gate.

"We've arrived on the Highbreed homeworld."

"Is everyone okay?" Huntress asked.

"Oh, I don't feel so good," Brainstorm said before she blew chunks all over Azmuth. "Oh, my dear fellow. Sincerest apologies!"

Azmuth only looked on at the twins in disgust before everyone onboard felt a jolt in the back and gasped in horror.

**_"SHIP!"_**

"We've been hit!" Absorber shouted as Lucky Girl fell into his arms and they both blushed harshly.

"Try to get us to the High Council Building. It's the tall one over there."

Brainstorm and Grey Matter flew Ship forwards as it flew through the area, avoiding the structures around them as Grey Matter turned to everyone and gasped.

"Brace yourselves!"

Everyone got a worried look and held their heads as Ship crashed into the High Council Building and came to a skidding stop and opened the door on his side, a flash of green and pink light flashing out as Ben and Jen stumbled outwards, no longer wearing their suits as the Omnitrixes had entered recharge mode.

The pair of them stumbled out of the door and hit the ground, unconscious as Highbreed surrounded them and Ship.

* * *

A few minutes later, the twins came to and saw their teammates, Azmuth and Scarlett bound by their wrists and legs to a few slabs of rock. They tried moving only to see the same happened to them.

"Where are we?" Ben asked.

"A bunch of Highbreed guards caught us right after we crashed," Kevin groaned.

"The good news is we made it to the Highbreed's headquarters," Becky said as Scarlett groaned.

"If those guys think this thing can hold me..." she said... just before she was violently shocked by her manacles as she tried to activate their powers. "...they might be onto something."

"Wow," Ally said to the warrior queen in front of her. "This must be pretty embarrassing for you, Scarlett."

"You have no idea."

"If we could just reach our Omnitrixes..." Jen said, clasping her hands.

"Who said you had to reach them?" Azmuth asked, raising an eyebrow.

"Oh, right. Omnitrix, Humungousaur!"

"Omnitrix, Four Arms!"

The Omnitrixes changed the twins into their Vaxasaurian and Tetramand forms as Humungousaur roared intensely and Four Arms smashed the rocks apart with a smile and Humungousaur broke the chains away.

Kevin absorbed the metal ground and broke away Azmuth's clamp and Becky freed Scarlett with a knife from her belt.

"Now what?" Lucky Girl asked as Humungousaur smashed the wall into two Highbreed guards and the team ran out and looked into a giant meeting hall with dozens of Highbreed guards with weapons of all kinds as the twins looked to each other.

"We're not strong enough to handle them," Ally said.

Four Arms looked to her brother and smiled.

"But we are."

"You guys had better stand back. We've got this," Humungousaur said, transforming into Echo Echo and splitting himself as Scarlett laid a hand back. "With the Master Control, we can take these guys."

"Don't worry. I'll protect you from any Highbreed who get too close."

"Hey, Ally," Four Arms said, cracking her knuckles. "What day is it today?"

"Saturday," Ally said, whipping her phone out with a smile.

_"Do it!"_ Echo Echo shouted.

Ally smiled and pressed the button on her phone, blaring out the music.

_*Battle Music: Saturday Night's Alright for Fighting*_

Echo Echo split himself into twenty copies and blasted three Highbreed guards with a powerful Wall of Sound attack, causing them to scream out as they fell to the ground, unconscious as Four Arms grabbed one of them and tossed them into another Highbreed with a roar as another one swung a blade at her.

Four Arms eeped and morphed into Frostblight and used her tiny size to her advantage, freezing one with her ice breath before she morphed into Titanosaurus and slammed him away with her tail.

Echo Echo morphed into Wildvine and tossed out a few of his seed bombs from his back as Titanosaurus morphed into Inferno (the new name for her Pyronite form) **(A/N: Thanks, Bright on Ideas) **and detonated them with a few fireballs, sending the Hihgbreed guards scattering away with a shout as Wildvine morphed into Lifeforce and blasted away with his mana blasts, sending them scattering.

A Highbreed blasted a powerful cannon at them as Inferno gasped and morphed into Chromastone and let the blast hit her before she unleashed an ultraviolet blast from her chest, blasting him into the wall, unconscious. She then closed her eye and morphed into...

"VLOCT!" the Kineceleran shouted as she zoomed off and slammed into several of the Highbreed with a shout of effort, knocking them all back.

"Ooh, nice new name," Lifeforce smiled as he blocked a blast with a forcefield and morphed into Frankenstrike, shocking all the DNAliens in his path.

"Hey, I don't want to be in your shadow, bro!" VLOCT said as she morphed into Kung Fang while jumping forwards as she let loose a flurry of katana strikes, becoming a tornado of blades as Azmuth looked on at the twins, impressed as they rapidly transformed, knocking out all the Highbreed that got near them and smiled.

"Well, Azmuth?" Scarlett asked. "How does it feel to be proven wrong?"

"Not good," Azmuth said. "When the Protectors are right, they're right. These two have clearly proven through this war that they're ready for the Master Control."

"Ready to finish this, sis?" Frankenstrike said as he slapped his Omnitrix symbol and transformed into Heatblast.

"Born ready."

She slapped her Omnitrix symbol and transformed into Stinkbomb and lifted her tail up, smirking as Heatblast lit up a flame in his hand.

Stinkbomb shouted out as she let loose a cloud of toxic fumes from her posterior, filling the room with gas as Heatblast fired a small fireball at it, instantly igniting the fumes and causing a huge explosion that the twins ducked down and covered from, falling to the ground in a large heap as the twins transformed back and high-fived, smiling widely as Gwen walked up to a Highbreed guard and smiled, lighting her hand up in mana.

"Hi there. Take us to your leader," she mocked.

* * *

The door to the High Council room suddenly had a broadsword slice right into it before travelling around before it flew off of its hinges as the team filed in as Scarlett sheathed her sword with a glare as they all stared up to the giant Highbreed before them, the twins transforming back.

"Who dares?" the Highbreed Supreme asked.

"I believe _we _do," Jen said, smiling as a Highbreed Guard was tossed by Matter Girl into the room with a savage look on her face.

"I'm sorry, Master," the guard said. "They took us by surprise and-"

"Save it," the Highbreed Supreme said, holding a hand up, prompting the guard to leave.

"You are the Earth vermin Ben and Jen 10."

"Ben and Jen Tennyson, that is correct," Ben said. "You're the Highbreed top banana, right?"

"I've read reports of your tenacity, but truly your gall exceeds all description."

"Thanks, I guess," Jen said, fingering her hair, staring at the pink streak now adorning it. "We want you to call off the attack on our planet."

"Just like that?"

"Yeah, pretty much," Ben said. "What do you creeps have to gain by hurting us? What did we ever do to you?"

"You are mongrels. Inferior life forms. Your very existence is an affront to our authority."

"Can we dispense with these lies?" Azmuth asked.

"What can this be of dishonesty. Your race is the Galvan, correct? A slightly more _intelligent _form? A pond scum?"

"Do not be fooled by his posture, Ben and Jen," Scarlett said, drawing her sword and Keyblade out with an angry look on her face. "Enemies aren't always what they appear to be."

"They aren't attacking because of their supposed superiority, they're attacking because they're dying out."

"Wait, _what?!" _Becky asked.

"Their ridiculous belief in racial purity led to inbreeding, a loss of resistance to disease and finally sterility. This is the last generation of Highbreeds, is it not?"

"You are correct, vermin. But we will not perish alone."

Everyone looked up to see the hero's alliance fighting off the Highbreed and DNAliens with all of their might as the Armada hovered overhead.

"In a matter of hours, my fleet will destroy not only Earth, but every other inhabited planet in this galaxy. The fall of Galvan Prime is the signal for our final attack to begin. Enjoy the view. You eight are about to witness the fall of all life in the universe."

"All is lost," Azmuth said. "They are far too powerful to fight."

Ben and Jen bowed their heads before Ben looked to his sister and smirked, Jen looking back up with a smirk.

"But why fight them when we can help them?" Ben said.

"Omnitrix," Jen said to the pink alien watch on her wrist. "Can you repair the genetic damage done to the Highbreed?"

"All of them?"

_"Yes," _Jen's Omnitrix said. _"However, genetic manipulation on that scale will require all remaining available power."_

"Just do it," Ben said.

_"Genetic recombination sequence is ready."_

"What are you doing?" the Highbreed Supreme asked.

"Wait for it..." Jen said before she and her brother raised their wrists and the Omnitrixes let out a brilliant flash of green and pink light that spread all throughout the universe in a matter of moments.

* * *

Everyone fighting in Los Soledad took notice of the flashes and looked up from the fight as all the Highbreed they were fighting instantly changed into various colors and forms before their very eyes.

"What happened?" Flamingo asked.

"Ben and Jen happened," Nate said, blasting a DNAlien with a shadow blast.

"They came through for us?" Honeybee asked, blasting a DNAlien with her stingers.

"They always do," Jess said with a smile.

* * *

"What have you done?!" the Highbreed Supreme asked.

"We asked the Omnitrixes to reprogram your DNA," Ben smiled.

"And judging from the new looks, I'd say it worked," Kevin said.

"Omnitrix?" Jen asked.

_"Program complete. All Highbreed in range of transmission are now genetically infused with random species from Omnitrix database."_

"In range of transmission?! With the jump gates open for the attack?!"

"That's correct. Every Highbreed in the galaxy is now a... how did you put it?"

"Oh, he called us mongrels," Gwen said, fist-bumping her sister.

"Welcome to the kennel club," Ally said.

"How could you do this?!"

"I don't understand," Jen said. "We saved you. You should be grateful."

"You have made us unpure. There is only one honorable act left to us."

"No!" a familiar voice said and everyone gasped and turned their heads to see a Highbreed with a Methanosian arm walk up to them. "There is another way."

"Reiny?" Ben and Jen asked.

"You know him?" Becky asked.

"Yeah," Ben said. "He was the Highbreed that we were sent to Turrawuste with when we were sent through that teleporter."

"We get around," Jen said as Scarlett chuckled.

"These two humans once cured an ailment of mine by changing my DNA. At first, I thought the impurity a curse. But I have since learned otherwise. Fellow Highbreed, we can live!"

The council then started talking amongst themselves as the Supreme looked down to the group.

"It is decided. The Highbreed Council elect you Highbreed Supreme. Lead us wisely, Reinrassic III."

"I will try."

Reiny then used his new power to communicate with the Highbreed attacking.

"To all Highbreed within the sound of my voice: the war is over! Return home so that we can create a new future together!"

He turned to the twins and they shook hands, grateful.

"Thank you for your help, Ben and Jen Tennyson."

* * *

Back on Earth, everyone watched as all remaining warships flew back through the jump gate as the twins looked to the alliance gathered outside and smiled.

"We did it," Ben said.

Everyone then cheered happily and hugged each other, raising their fists in victory as all the transformed heroes powered down into their civilian forms.

"We won!" Chloe said as Sabrina hugged Mika and Marinette kissed Adrien.

Ryker rolled his fist with a huge smile on his face.

"It's a beautiful sight, isn't it?" Max asked as he reached into his pouch and tossed a grenade up to the jump gate and it detonated, instantly destroying it.

"Fusion grenade."

"Nice."

"You guys ready to go?" Adrien asked.

"We are," Lincoln smiled, kissing his girlfriend on the cheek.

"Not so fast," Jen said with a smile.

"What do you mean?" Lori asked, raising an eyebrow.

"We can't let you leave just yet..." Ben said. "We've got to celebrate first!"

"I'm in," Alya said, crossing her arms. "Where to?"

"My restaurant," Ally said.

"What about us?" Bayonetta asked as Scarlett looked to her army.

"You guys go home," Scarlett said to them as she opened a portal back to Cinnibar. "I'll join you guys there for our own celebration soon enough."

"Can do," Ryu said as everyone in the Scarlet Army left and headed back to Cinnibar.

* * *

The party was now in full swing at Stratton's Ale House since Ally had pulled some strings in the past hour to hold the party there and everyone raised their glasses and conversed amongst each other, exchanging phone numbers and email addresses to keep in touch (everyone also gave the contact numbers to everyone else and pretty soon everyone's phones had everyone else's contact info in them.)

Scarlett sat at the bar and downed a single shot of tequila to calm her nerves from the battle before going sober the rest of the night with water as Ryker sipped down his whiskey and smiled to her.

"That charge of yours is pretty awesome, you know," the cowboy smiled as he punched her in the arm.

"Yeah. The people I'm the guardian of tend to be pretty badass in their own right," Scarlett smiled, rubbing her arm and Jen walked up, Justin crooked in her arm.

"Thanks."

"How did you hear us?" Scarlett asked.

"Oh, Azmuth told us that the Master Control also has the side effect of enhancing our human forms," Jen said. "It enhances our strength, stamina and senses. So Ben and I can actually see, hear, smell, taste and touch better than most humans. That's how I heard."

"Wow," Justin said, impressed.

"It'll take some getting used to," Ben groaned as he dug a finger in his ear.

"You did good today, kid," Ryker smiled. "And to show thanks, here."

He took off his hat and plopped it down on Jen's head.

"Huh? But this is your hat."

"I've got three more at home," Ryker said.

"Thanks so much," Jen said, holding her new hat up with a smile.

"So, we need to keep in touch," Chloe said, jabbing Nicole's arm.

"For sure," Nicole said. "I'm working on a swarm of bee, wasp and hornet drones that respond to signals sent out from my antennae. But they're still in the embryonic stage since it's been so short since Bev and me got back into the fold."

"The Louds told me that you were a villain before you and your girlfriend were sent to prison."

"We were. But we grew out of it. I'm not a bad person and neither is she. We were just... misguided is the better word."

"That goes for most of the akumas we face back in Paris too," Chloe said as Pollen smiled to Nicole.

"A pleasure to meet you, Nicole Hewitt. I am Pollen, the bee kwami."

"Oh my gosh. You are _so cute!"_

"I get that."

"You weren't afraid of bees like I was before you got into this, were you?"

"On the contrary. I've really always admired them. The things they do and the way they work in an orderly fashion."

"Ooh, kind of like me," Chloe said as they both giggled as the camera shifted as Gwen looked to Jen and smiled before she created a mana platform and everyone cheered at her.

"Toast! Toast! Toast!" they all chanted.

"Okay, toast!" Gwen said as she hovered above them and set herself down on the bar as she held a glass of soda. "To the twins who brought us all together. My beloved cousins, Ben and Jen Tennyson!"

Everyone cheered as the twins blushed, Jen running a hand over the new pink streak in her hair.

"They started out as two normal everyday kids who were gifted with technology that they were thought unfit to wield. But they proved all of us wrong, didn't they?" Becky said as she stood on her table, toasting as well. "To Ben and Jen!"

"To Ben and Jen!" all the heroes in the room chorused.

"Well, I don't mean to toot my own horn, but we've got some things to say too," Ben said as he and Jen stepped up onto the live stage. "Next, to Azmuth and Myaxx."

Everyone cheered for the Galvan and Chimera Sui Gerenis in the back corner as Myaxx blushed and ran her foot over the ground.

"If it weren't for you two creating the Omnitrixes with your own hands, none of us would even be here right now. Your technology saved the universe along with us," Jen said. "To Azmuth and Myaxx!"

"To Cooper and Lisa!" Ben said as Cooper smiled. "If it weren't for your vast intelligence and technological capabilities, we wouldn't have survived before the Highbreed got through that gate."

"To Hope and Maggie," Jen said as Maggie smiled after setting down a drink at a table, now dressed in her work clothes. "Using your magic and shadow powers to get us to Paris and Royal Woods so we could get our new friends here, inspired, my friends."

"To Kevin," Ben said. "If it weren't for you helping us all those months ago and still staying with us for all this time despite our past, the planet wouldn't have had a chance."

"And to all of us," Jen said as everyone cheered. "If it weren't for all of the heroes of Planet Earth and beyond coming together as one united force, not only us, but the entire universe would've been destroyed. All of us are true superheroes. Our strength as heroes lies in our teamwork and not as individuals."

"So, here's to us!" Ben said as everyone cheered. "To the Earth!"

"To the Earth!" everyone chorused as Luna, Sam, Tabby and Jen's band mates that she invited over got onto the stage and set up their equipment.

"Let's do this," Luna said as she started playing with Sam and Tabby started playing the piano softly as everyone looekd to her.

**"We could just go home right now  
****Or maybe we could stick around  
****For just one more drink, oh yeah  
Get another bottle out  
Let's shoot the shit, sit back down  
For just one more drink, yeah**

**Here's to us  
Here's to love  
Here's to love  
All the times that we fucked up  
Here's to you  
Fill the glass  
Cause the last few days have kicked my ass!  
So let's give 'em hell  
Wish everybody well  
Here's to us  
Here's to us"**

Jen smiled and walked up along with Ben as they stepped onto the plain and Ben transformed into his Zepplian form called Rockstar, who bore more of a resemblance to Bret Michaels and started playing his guitar as Jen took a mic.

"Okay, I'm taking a verse."

"Be my guest."

**"We stuck it out this far together  
****Put our dreams through the shredder  
****Let's toast cause things got better  
****And everything could change like that  
****And all these years went by so fast cause  
****Nothing lasts forever."**

Soon, both Jen and Luna sung together at the chorus.

**Here's to us  
Here's to love  
Here's to love  
All the times that we fucked up  
Here's to you  
Fill the glass  
Cause the last few nights have kicked my ass!  
If they give ya hell  
Tell 'em go fuck themselves!  
Here's to us  
Here's to us"**

_*Luna:*  
_**Here's to all that we've kissed  
And to all that we've missed  
To the biggest mistakes that we just wouldn't trade  
**

_*Jen:*  
_**Here's to us breaking up  
Without us breaking down  
To whatever's coming our way  
Here's to us!"**

Everyone played a wicked guitar solo That was when Rockstar joined in and grabbed his guitar next to his mic, much to Jen and Luna's enjoyment.

_*Rockstar:*  
_**Here's to us  
****Here's to love  
****Here's to love  
****All the times that we messed up**

_*Jen:*  
_**Here's to you  
Fill the glass  
Cause the last few nights have kicked my ass!**_  
_

_*Luna:*_  
**If they give ya hell  
Tell 'em go fuck themselves!  
Here's to us  
Here's to us!****  
**

_*All:*  
_**Here's to us  
****Here's to love  
****Here's to us**_  
_

_*Luna:*  
_**Wish everybody well**

_*All:*  
_**Here's to us!**

_*Luna:*  
_**Here's to us...**_  
_

Everyone in the restaurant cheered and whistled loudly for the performance as Luna and the others took a bow as Ben transformed back.

* * *

Soon after the performance, Hope and Maggie decided to take everyone back home since they were needed there anyway.

"We'll call you guys soon!" Jen said as Marinette smiled.

"We're counting on it."

Luan walked up to Maggie and hugged her tightly and Maggie hugged her back.

"I'll be sure to come visit you here soon, Maggie."

"Oh, you can't get rid of me that easily," Maggie said. "Sure, I have my own life here in Bellwood. But I'll be around Royal Woods too. I can teleport there instantly, remember."

"Glad to see you've accepted your powers."

"Feels like a burden's been lifted to be honest."

That was when Maggie teleported them back to Royal Woods before she came back later.

"I've got to go home too," Julie said as Ship changed into his ship form. "Since it's not the end of the world, I'm still on a curfew."

She then walked up to Ben and kissed him full on the lips and he kissed her back lovingly.

"Okay, walk you to school tomorrow."

"Deal."

"I gotta go too. See you soon, Jen," Justin said as Jen kissed him on the cheek.

"Yeah. See you soon."

Justin then got into his car and drove off as Ship flew off as well.

"Grandpa," Gwen said. "Are you going back to the Null Void?"

"Nope," Max said to the Omni-Team. "After watching your recruits in action, I think they need some training from an old pro."

He looked over to Alan, Jess, Rosie, Cooper, Manny, Helen, Pierce and Simon talking.

"You guys don't need me anymore."

"We'll always need you, Grandpa," Ben said as his grandkids hugged him as Verdona floated down and spoke with Xylene.

"So, let bygones be bygones, Xylene?"

"Of course, Verdona. Provided that you take just as good care of my grandkids as me and Max do."

"Very well," she said, shaking hands as Scarlett walked over and bowed to Jen.

"Adaline would be proud of you, Master Spark."

"Please. Just call me Jen. And I still have a lot to learn, you know."

"Of course you do. And all of us will be beside you every step of the way," the warrior queen said before opening a portal behind her and she gave a flourish. "My work here is done for now. I'll see you guys soon."

"Counting on it."

The portal closed.

"Come on team," Max said. "You're with me."

The Plumbers Kids all smiled to each other and left to Max's direction as Max kissed both Xylene and Verdona lovingly.

"I'm gonna need a bigger motor home."

Max got onto his Null Guardian and flew off into the distance as Xylene and Verdona left to have some coffee at a nearby shop, Xylene donning an ID mask.

"Where's Darkstar?" Ally asked.

"He snuck off during the chaos. We'll get him soon."

"But not today," Kevin said, remembering his destroyed car. "Today I'm going to the auto show. I need a new ride."

"I do too," Ally sighed.

"I'll go with you," Gwen said to Kevin.

"You like cars?"

"Not really. I like you though."

The two then hooked arms and left as Ally walked off the same direction as Becky smiled to the twins and walked off, hands in her pockets back home.

"Nice working with you again, you two," Professor Paradox said to the twins as he walked up with Azmuth and Myaxx. "It's time to take Azmuth and Myaxx home."

"There's a lot of rebuilding to do back on Galvan."

"Before you go, can you reset the Master Control?" Jen asked. "That DNA wave we set off must've reset the Omnitrixes."

"A valuable deed merits a valuable reward," Myaxx reminded as Azmuth sighed harshly and adjusted the dials on the Omnitrixes, resetting the Master Control as he rejoined Paradox who teleported away along with Myaxx.

"Ready sis?"

"Ready, bro," Jen said as they each adjusted their Omnitrixes and slammed the cores, transforming again.

* * *

**Next time on Ben and Jen 10: Alien Force**

**Alien Swarm**


	37. Alien Swarm

In Bellwood, a shiny new green car with black stripes drove down the road, heavy metal music blaring over the stereo as the driver turned on the nitrous, causing the car to pick up speed as it left Bellwood and drove to the outskirts of town and into an old abandoned warehouse district before stopping.

A man walked up to Kevin as he got out of his new car and crossed his arms to him.

"What do you got for me, Fitz?" Kevin asked.

"I knew you'd be the guy to call on this, Kev," Fitz said. "This is big, man. I figured you'd have the connections-"

"Show me."

Fitz panicked and pulled out his cell phone, dialing in a number. Shortly afterwards, a trio of motorcycles drove into the warehouse, stopping in front of Kevin.

"I'm just the middleman!"

Two of the men driving the motorcycles got off and walked up to Kevin's car with a briefcase each.

"You the buyer?" the leader asked.

"Depends. What are you selling?"

"Alien technology. The good stuff."

They were about to place the briefcases down, but Kevin stopped them for a second.

"Watch the paint. This is new from the shop."

The two dealers opened the briefcases to reveal cylinders filled with some kind of metallic shrapnel.

"What is it?"

"You don't know?"

Kevin smirked, rolling his eyes. "You don't, do you? Is it a weapon? Does it fire? Can it blow stuff up? See, this is important information for a perspective buyer."

"It's alien technology, man!" the leader said. "It's gotta be worth something. You interested or not?"

"Hmm..." Kevin thought. "Let me talk with my partners."

"Partners?" Fitz asked. "You never said anything about partners."

"Neither did you."

That was when Ben and Jen walked out from one corner of the area behind Kevin with a smirk and Gwen, now sporting a high ponytail, and Becky walked out from the other corner as Ally came driving up on her new and improved motorcycle by Kevin as she removed her helmet and hung it up as she looked to her younger brother with a nod.

Fitz looked on, shocked.

"You guys working with him?" Fitz asked.

"Actually, me and my sister here are working with the girls," Ben said. "Kevin doesn't really work. He just stands around flexing his muscles."

"Yeah, how about I flex them in your face?" Kevin chuckled.

"Who are these jokers, man?" the lead biker asked Fitz.

"I can't tell you. I'm just the middle man."

"We're just some regular old folks who are beginning to think this is a big fat waste of our time," Gwen said.

"What do we got, Kev?" Jen asked.

"I've never seen anything like it, Jen. They're complex. Must be Grade-9 tech at least."

That was when Ben and Jen groaned out as they looked to their wrists to see the green and pink alien devices starting to go haywire, glowing yellow and going through holograms.

"Whatever they are, they're screwing up the Omnitrixes," Ben said.

"What's with you guys?" the lead biker asked. "I've never seen buyers like you before."

Suddenly, the third biker in a red jacket lifted her helmet up to the dealers.

"You've never met anyone like them before because they're not just black-market lowlifes like you. They're Plumbers."

"You mean they're gonna pay for this stuff by fixing my toilet?"

"The Plumbers are a secret interplanetary security force. Like all other organizations like them, they save the world so we don't have to."

"Oh, right, of course," Kevin smiled sarcastically. "We're cops from outer space. Or maybe, just maybe, we're firemen from Atlantis!"

Becky and Ally chuckled at that.

"Good one, Kev," Ally said.

"How did you learn about these Plumbers you think we are?" Jen asked, folding her arms.

The girl biker then got off the bike and walked over to the Omni-Team, taking her helmet off.

"Everything I know about the Plumbers, I learned the same way you guys did... Ben and Jen."

"Elena?" Ben asked.

"Oh, my God," Gwen gasped.

"No way!" Becky gasped.

"How is this possible?" Jen asked.

"We thought you were gone for good," Ally said.

"Oh, you still remember me. I'm honored."

"Hello, can anyone toss me a clue as to what's going on here?" Kevin asked.

"Kevin, this is Elena Validus," Gwen said. "She's a Plumbers' Kid. Like us."

"Not like you, Gwen," Elena said. "None of my ancestors were aliens. I don't have any cool powers to rely on."

"I don't have any powers either," Becky said. "And I still kick butt in every battle we're in. You don't hear me complaining."

"We hung out for awhile back in the day," Ben said. "Then Elena's dad quit."

"Yeah," Jen said. "Then you two moved away and we haven't heard from you since."

"Is that what they told you? That my dad quit? Considering that the two of you have more power than all of the Plumbers combined, you sure don't know much."

"Then why don't you tell us?" Ben asked. "What's going on?"

Little did they know, a man wearing a fedora and trench coat was standing on the banister above them, glowering down at their conversation.

"What are you doing here with these chips?" Ben asked.

"I'm here to find you two. Plumbers don't exactly advertise."

"No," Ally said. "But they do pay nice."

"You know that we don't do this for money," Gwen said. "We just take the money."

"I need your help, guys. It's my father. He's been abducted."

"Call the cops," Kevin said.

"They can't help. His disappearance is connected to these alien chips."

"We'll help you find him," Ben said. "You're a Plumbers Kid and a friend."

"Am I, Ben? Really?" Elena asked. "Because life's been pretty hard for the past three years and I don't recall you guys ever looking us up."

"Sorry," Jen said. "We were kind of busy saving the entire universe from total extinction."

The chips in the containers started crackling and Jen looked on and the glowing amber and started flowing in them.

"What is that?" Gwen asked.

"Elena, what are you not telling us?" Becky asked.

"I don't know."

"It's a double cross," Ally said.

"It's a trap, guys!" Gwen said.

"No! I swear it, I just wanted your help!"

"I don't want to impose on your little dysfunction, so..." Fitz chuckled before he ran away.

The containers holding the chips immediately cracked and exploded, sending hundreds of chips floating in the air around them, causing a panic.

The twins tried adjusting their Omnitirxes, but they seemed to be malfunctioning due to the chips.

"Kevin!" Jen said. "I think you were right about these not being ordinary computer chips!"

"Hang on!" Ben said as he saw a swarm of them separate and he jumped up on a bike and swung a girder on a chain that hit the chips, sending them scattering.

The chips swarmed past them and regrouped, flying towards the heroes.

"Bring them back to us..." the man on the rafter said.

"Becky!" Ben shouted as Becky pressed her watch, turning into Huntress as she took her crossbow out and blasted the chips with an explosive arrow, sending them crashing down.

Gwen backflipped and pressed her watch to turn into Lucky Girl, blasting away with mana blasts to the chips as she and Huntress stood back to back.

"Guys, I don't mean to backseat drive, but now might be the time for the Omnitrixes!" Lucky Girl shouted.

"Or not!" Jen shouted, continually messing with the controls. "They're having a meltdown or something."

"Well if you can't handle it," Kevin said, absorbing the metal from the girders above and climbing up. "I know someone who can!"

"What's going on?" the lead biker's partner asked.

"They're all like freaks or something!" he shouted as Huntress blasted a freeze arrow, sending the chips scattering to the ground.

"We're not freaks, we're superheroes!" Ally shouted, leaping up and bashing the chips away with her arms morphed into shields.

"Right, let's get out of here!"

They both got onto their bikes and high-tailed it out of there as the chips swarmed around and Ally scooped one up and put it in her pocket as Elena ducked her head and panicked just as the bikers burst through the window and drove away.

"These aren't just chips," Jen realized. "It's some kind of alien nanotechnology."

"The attack is way too organized," Ally said as she pressed her watch and turned into Matter Girl. "There has to be some kind of intelligence behind it."

Everyone looked up onto the rafters to see the man in the trench coat and fedora moving his hands in a certain motion to control the swarm of chips.

"Well, I don't know if he's intelligent, but I think we found the puppeteer," Ben said as he and Jen put their Omni-Suits on.

"That's not good," Kevin said as the twins looked to each other and nodded as they ran up and twisted their Omnitrixes.

The others backed up as Lucky Girl's eyes and tattoos glowed and she generated a large forcefield around them to protect themselves.

"Ready or not, here we come!" Ben said. "Come on, Spidermonkey!"

"Please be Rockette. _Please _be Rockette!" Jen said as they slammed the cores down and transformed, flying up as they transformed into...

"Big Chill? That'll work," the Necrofriggian said.

"I can deal with AeroForce," the Harpian said as they flew up, circling the swarm.

Matter Girl took Lucky Girl's hand and absorbed a small amount of her mana before they both blasted pink energy blasts forwards, blasting a hole into the swarm.

"Hold on, guys," Big Chill said as Huntress sheathed her crossbow and took another cylinder out of her belt and unfolded it into her regular bow and checked, readying a freeze arrow that she fired forwards, freezing a section of the swarm as Big Chill breathed out his icy breath as AeroForce flew in a circular motion, creating a tornado of icy wind, freezing the swarm before they both flew straight into it, sending frozen shrapnel flying everywhere and bouncing off Lucky Girl's force field.

"Are you okay, guys?" AeroForce asked as she and her brother flew above the team.

"Yeah. Thanks."

"Who is that guy, Elena?" Kevin asked.

"I don't know."

"Let's find out," Big Chill said, flying forwards along with his sister as they flew around the swarms of chips the man sent at them.

Big Chill flew in and sent a blast of cold air freezing the banister, sending the man jumping away, but not before he fired a cheap shot of chips towards the others.

"Guys! No!" AeroForce shouted as the twins flew down as Matter Girl and Kevin both ran in and tackled Lucky Girl and Huntress sent them to the floor, Lucky Girl blushing to Kevin.

"You guys okay?" Ben asked as he and Jen changed back.

"Yeah, we're good," Huntress said as she, Lucky Girl and Matter Girl changed back to their civilian clothes.

"Who is that guy?" Ally asked.

"You mean, who _was _that guy," Jen asked, looking up to see the man was gone.

"Where's Elena?" Ben asked, seeing the red jacketed girl was gone.

"If you're looking for your girlfriend, I think your personal charm was too much for her," Kevin said.

"Elena's not my girlfriend. Julie is," Ben said, crossing his arms with a scowl on his face.

"Kevin was right. She set us up," Becky said.

"Did she?" Jen asked, looking at the frozen debris all around them. "I wouldn't be so sure."

* * *

Later, the team drove their vehicles towards Aellund Motors, which was actually a front for the Plumbers Communications Center underneath Bellwood as they parked by the building.

"This whole thing is wrong from top to bottom," Ben said as they got out and went into the store.

"Yeah, starting with that crazy biker girlfriend of yours," Kevin said.

"Elena's not his girlfriend, Kevin!" Jen shouted. "He _has _a girlfriend who's already really cool. And I have a really cool boyfriend, so lay off!"

"Yeah. We were, like, 13," Ben said, walking forwards with a sigh.

"And her story doesn't add up, guys" Gwen said.

"Why would she sell alien tech on the black market just to find the Plumbers when her father used to be one?" Becky asked as they walked into the shop.

"She said that something happened to her dad when she used to live here and we weren't told the truth about it," Jen said. "Maybe she was trying to find us so we could help her with her dad."

"If that's the case, Grandpa Max and Xylene have some serious explaining to do," Ben said, walking in.

"I'm sorry, Mr. Suda," the tattooed shopkeeper, Ed, told the customer at the counter who was with his teenage daughter. "That old girl's gonna need new pistons, there's no getting around it."

"Hey, Ed," Jen said, walking past.

"Hey guys."

"Gotta grab something out of the back," Kevin said and Ed nodded.

"Hey, guys? You going to the game tomorrow?" the daughter asked the twins as they looked to each other.

"Uh, we hope so, Molly," Ben said. "We just got with some serious..."

"Homework!"" Jen said.

"Yeah, that's it."

"You know the twins here. All work and no play," Ally chuckled as she took a soda out of the fridge and walked into the back with the others.

Little did they know, Elena was watching them from behind the window as Ed finished up his order.

"Seriously, that's the best I can do for you. I don't make the price, I just fix the cars."

The team examined the settings on the knob as Becky looked at the chip they had recovered.

"I don't recognize this thing and I really don't like it."

"Me either," Ben said. "The sooner we can get this under a scanner, the sooner we can hunt down this creep and his army of flying chips."

"You mean the chip your gal pal illegally had in her possession?" Kevin asked.

"Alright, Kevin," Gwen said. "I think he gets it."

The team walked into the elevator that led down to the Plumbers new headquarters underneath Bellwood, Kevin munching on a pizza slice and sipping down a soda, much to Jen's disgust.

"I seriously don't get what you see in him, Gwen," Jen said.

"Me either," Becky sighed as the elevator closed and went down to the comm center.

Upon entering the comm center, Ben and Jen walked over to the main computer and sat down.

"Systems up," Ben ordered. "Hey, Courtney."

_"Good afternoon, Ben and Jen," _the system's A.I., Courtney, said. _"Now activating all partitions."_

"Did you guys ask Grandpa Max if we could use the comm center?" Gwen asked.

"Hey, do you guys want to start solving this thing or do you want to ask for a permission slip?"

The team spent the next hour scanning the chip they retrieved from the fight at different stations at the comm center.

_"Engaging in comprehensive interior and exterior scan," _Courtney said. _"Biological and inorganic matter detected. Molecular density is inert."_

"Austenitic, ferritic and martensitic-phase microstructure," Gwen said, shaking her head.

"Meaning?" Ally asked.

"Both organic and inorganic materials."

"Gwen, you are a credit to the science club," Ben chuckled.

"I've never seen anything like this," Kevin said. "I mean, it's tech, but it's also a carbon-silicon based life from."

"So they're alive?" Jen asked, shocked.

"Man, I'm liking this less and less," Ben said.

"Ditto."

"Well, they _were _alive," Kevin said. "Kind of. Now they're in alien chip heaven."

"Let me see if I can trace where they came from," Gwen said as she focused and used her mana to try to trace the origin of the chips. "They're completely inert. I can't pick up any mana signature."

"What now?" Becky asked.

"Well, maybe I can jump start an energy pulse from the this slag, but it would take forever and be a total pain in the-"

That was when he looked at Gwen, staring intensely at him.

"I'll get right on it."

"Or, we could just take the simple route and find Elena and ask her where they came from," Jen suggested.

"What makes you think she would tell you guys the truth?" Ally asked. "She could have set us up, Jen."

"She's one of us, Ally," Ben said.

"Correction, she _was _one of us," Becky said. "You guys have no idea who she is now. It's been too long."

"You can't trust her," Gwen said.

"Yeah, well evidently, we can't trust anyone," Ben groaned. "We can't even trust Max."

"Trust me to do what?" a warming voice said and everyone jumped up, startled as Max walked in eating a bowl of soup.

"Oh! Hey, Grandpa," Becky chuckled.

"We can't trust you to make soup without putting baked moths or lizard gizzards in it," Gwen said.

"That sounds like a pretty good combo."

"Thanks for encouraging him, sis," Becky said, shaking her head.

Xylene walked in from the other room, as she smiled.

"Ben? Jen? Guys? What are you doing down here in the hole on off hours?"

"Hey, Xylene," Kevin said. "We had a little situation come up."

_"Commencing scan," _Courtney said.

"Hey, what's that?" Max asked, looking at the chip scan on the computer. "It looks familiar. I've seen that somewhere before."

"What? Where?" Gwen asked.

"Max, there's something you need to explain," Ben said.

_"Unidentified intrusion at Entryway 3," _Courtney alerted them.

"Sounds like we've got an uninvited guest," Max said as Xylene levitated off the ground and Jen and Gwen activated their mana. "Ally, punch up a tracker on the complex."

"No need," Jen said.

"We've got them," Gwen said as everyone ran down the hall and Max loaded his blaster. "They're in Max's office!"

"They'd better not touch my model train set!"

They all ran into Max's office, and looked around as Jen's eyes glowed pink, Max aimed his blaster and Xylene levitated a bunch of debris around her.

"They're over here," Gwen said

"Whoever you are, you picked the wrong place to break into," Ally said, cracking her knuckles and Kevin absorbed the metal from the desk.

"You're gonna be one fried, roasted and baked-"

Elena popped up from under the desk, surprising everyone.

"-babe?"

"It's okay, Max," Ben said, lowering Max's blaster. "You probably don't recognize her. She's-"

"It's not okay, Ben," Max said, raising the blaster back up. "It's a Validus."

"How'd you get in here?" Xylene demanded, still levitating the debris and edging it closer to Elena's throat.

Elena simply lifted up the wrench with the key on it.

"It's time to get Big Ed some glasses," Kevin chuckled.

"Been a long time, Mr. Tennyson," Elena said. "Nice to meet you, Xylene."

"You shouldn't have come here, Elena."

"Max, Elena was the one who set up the sale of those weird chips," Ally said.

"Of course. I knew I'd seen those before," Max said. "It's time for you to go!"

"Mr. Tennyson, I had to do that. I need help and it was the only way I could think of to get it."

"You know the rules, Elena," Xylene said.

"It's my father. He's been kidnapped by whoever or whatever made those chips. I knew that only the Plumbers could help."

"Get her out of here!"

"Grandpa Max, you can't be serious!" Ben said.

"Yeah, she needs help."

"That's an order!"

"You heard the man," Kevin said.

"I don't know what's going on, but he means it," Ally said, grabbing Elena by the arm and leading her out. "Come on, Elena."

"Then I'll tell you guys what's going on," Elena said, taking her arm back.

"Okay," Becky said. "We're listening."

"Your sweet old grandpa turned his back on us three years ago. Threw us out on the street when we needed help and lied to you guys to cover his tracks. Now my father's in serious trouble and Max still won't help us."

"Is that true?" Ben asked. "Can't we just talk to her?"

"No, Ben. Anything she'd say would be a lie. Kevin, Ally."

"Thanks for the help guys. Thanks for being real heroes," Elena said sarcastically. "And Ben, Jen, thanks for being real friends."

Then, the Levins took her back, which she took back before walking her out of the office.

"What is wrong with you?" Jen asked her grandfather harshly.

"There's nothing wrong with _me. _But there's a lot wrong with _her. _She's Victor Validus' daughter."

"Still," Xylene said, setting the debris down. "That was pretty harsh. Even for you, Max."

"Okay, we're officially stumped," Gwen said.

"Yeah, what's going on here, Grandpa?" Becky asked.

"You want to tell them?" Xylene asked, raising an eyebrow.

"Sure. They deserve to know the truth," Max said as they walked over back to the comm center.

* * *

"Dr. Victor Emilio Validus," Xylene read, crossing her arms as everyone looked at Max pull up the file.

"Victor Validus was the best Plumber I ever trained," Max said. "We stopped more than our share of invasions. I trusted Vic with my life. And I wanted to trust the running of this place to him too... Until he betrayed me."

"What?" Ben asked.

"He was caught stealing alien technology from our vaults. Tech that he swore he'd protect the Earth from. He was given a dishonorable discharge. He was a traitor."

"Traitor's daughter just left the building," Kevin said as he and his sister walked in.

"What did he steal?" Gwen asked.

"The same stuff Elena was dealing. You still think she's the girl you know?" Max asked the twins.

"Well, she did tell us the truth about one thing, Grandpa," Jen said. "You lied to us. Again!"

"I did that for your own good," Max said as everyone else stepped back. "You were all too young to understand."

"We _still_ don't understand now!" Ben said. "You can't judge her for what her father did!"

"Ben, Jen, stay away from her!" Max ordered. "The Validus family is blacklisted. There can be no interaction between them and the Plumbers."

"That's the way _you _see it," Jen said. "The way _we _see it, a friend is in trouble. And she's the best link we had to those chips and the freak who's controlling them."

"A whole lot of people could end up in trouble besides Elena and her father."

"That's why we are going to analyze those chips and take care of this crisis by the book! I am not gonna boot up this whole operation on the word of that one girl!"

"Okay, screw this," Jen said as she and her brother walked off.

"Ben! Jen! That is my decision!"

"Well, it's the _wrong _decision," Ben said.

"Ben, Jen, I order you two to stay away from her."

"Sorry, Max," Jen said, shaking her head. "We're not following that order."

"Guys!" Gwen said, running up to them. "You can't break Plumber ranks."

"Max, don't let them do this," Becky begged.

"It's not up to me. They've made their choice."

"Kev? Ally?" Ben asked. "You two have anything to say?"

"Someone's got to stay here and look after the old man," Kevin said.

"Kevin! Stop them!"

"No, if this is what they believe, I say let them go for it," Ally said. "They're not going to let us down. They've never let us down before."

"Don't worry. We can handle ourselves," Jen said as she and her brother bumped fists and walked out of the complex as Xylene went over and hugged Max.

"They're deliberately going against orders," Xylene said. "That is a direct violation of Plumber protocol."

"True, but it's the twins. They always fight for what they believe. And if this is what they believe, I say let them go ahead."

* * *

Outside in Bellwood, Elena drove her motorcycle down the road just as she saw a cloud of dust run up and that was when Ben as XLR8 and Jen as VLOCT zipped up to her while dragging a black motorcycle behind them with a rope before transforming back to human form and stopping in front of her.

"What do you want?" Elena asked.

"The same thing as you," Ben said. "We're going to help you find him."

"What about your gramps?"

"Not to thrilled about it," Jen said.

"And you're helping me anyway?"

The twins simply nodded.

"Nice bike," Elena said.

"It's Max's really. Can't be more mad at him than he already is."

"That's my fault."

"No, it's his," Jen said.

"How'd you get it here?"

"Oh, the Omni-Suits have a grappling hook feature," Ben said. "We just attach one end to the bike and it drags it behind us."

"Let's find your dad," Jen said as Ben got onto the bike and revved it up as Jen transformed into VLOCT again.

"First stop, wherever you got your hands on those chips," Ben said as they drove off into the distance with VLOCT running alongside them, keeping up.

* * *

In the Omni-Team headquarters, Kevin was on the computer listening to blaring rock music while Ally was rushing around the kitchen with a timer going as he looked to see the whirling dervish that is his sister chop ingredients rapidly, sweat dripping down her brow with a shrug.

"You're really serious about this, aren't you?"

"Ten Gs is on the line, bro," Ally said as she started plating. "Can you imagine what the six of us can do with that kind of money?"

"Grandpa?" Gwen asked before she and Becky walked in to see Kevin and Ally working as Ally finished her dish just as the time ran out.

Becky walked over to Ally's dish and her eyes rolled back in her head.

"Oh, that smells amazing!"

"It's red snapper with saffron risotto," Ally said as Becky tasted it, smiling.

"Delicious! You are so ready for Chopped," Becky said.

"Are we interrupting something?" Gwen asked, turning off the music as she looked to Kevin's computer which showed a lot of codes.

"I'm the team's tech expert, remember?" Kevin said. "You guys find your wayward cousins?"

"They'll be back. Alone, hopefully," Becky said.

"Yeah, so what's the 411 on those guys?" Kevin asked.

"Elena was Ben's second crush after Kai," Gwen said. "She was the only girl on his soccer team in middle school."

"Ben couldn't kick a ball in a straight line to save his life when she was around," Ally chuckled.

"He and Jen were really bummed out when she moved away," Becky sighed.

"Great. So now it's puppy love."

"Our cousins are growing up. It had to happen some time," Gwen said.

"Yeah, I'll believe that when I see it."

_"Invalid kodek," _the computer said._ "Access to mainframe denied."_

"What are you doing with these files, Kevin?" Becky demanded.

"I wanted to know what intel we already had on those chips," Kevin said, sitting up. "If Validus took them from the vault, they should be in the system."

"And?" Ally asked.

"All the files are sealed."

"Well, then you should just ask Max or Xylene."

"I tried that. They weren't open to discussion."

"So you just hacked his system and opened up his personal files," Gwen asked, a sly smile creeping on her face. "What did they say?"

"They're sort of locked," Kevin said. "I could try to figure out the password."

"That would be a huge violation of trust," Becky said.

"And regulations," Ally said. "We'll lose our Plumbers badges."

"Well, I guess the twins are really on their own this time," Kevin said, sitting back. "I'm sure they'll be fine."

"Ugh," Gwen said. "Break the code."

"Verdona320," said a voice and they looked to see Xylene and Verdona standing by the wall and they entered.

"Huh?" Becky asked.

"The password. It's Verdona320," Xylene explained. "Verdona here read our boyfriend's mind."

"Thanks, Grandma," Becky said with a chuckle as Kevin entered the password.

"You want to help us, don't you?" Ally said.

"I'm doing what it takes to save the world like a true Plumber," Xylene said. "And if that means going against Max's orders, so be it."

* * *

That night, downtown, the figure in the trench coat and fedora from the warehouse was walking down the street, seemingly talking to himself.

"No, do not worry. Our work advances nicely. Yes, yes. Our tests are all complete. Please, we must know. Is it time?"

The man walked down the street to see two thugs by a trash can fire.

"Oh, yeah, pal. It's time. Time for you to give us your money!"

Both laughed, but the man didn't flinch.

"Hey, we're talking to you, Looney Tune! Don't you know this is the bad part of town? You shouldn't be out here walking alone."

"Alone? We are not alone. We are never alone."

"Your wallet, fool!"

The man grabbed the fatter thug by the wrist and held him back.

"We offer you so much more than money. We offer you a new life!"

He pushed the thugs back, scaring them.

"Join us. Help us. Rule with us!"

He laughed evilly as he released a swarm of the nanochips from his trench coat, sending them swarming around the two thugs, two of them burrowing into their skin and activating before they glowed and activaetd.

The two thugs stood at attention as the chips continued to swarm around the man as he walked away, the thugs following as if they were zombies.

* * *

Meanwhile, Jen rode on her brother's bike with a helmet on as they followed Elena down the road through Bellwood before they pulled over near a building and stopped.

"My dad started acting really weird a couple of months ago. I followed him one night to this place," Elena explained.

"Well, hanging out around here certainly classifies as weird," Ben said, unzipping his jacket as they got off their bikes.

"Let's go," Jen said, cracking her joints as they walked into the building.

"That's a good girl," the mysterious figure said, grinning down, showing himself to the light to reveal himself as Victor Validus. "Bring them here to us. They can't help you now."

Victor nodded to his new slaves as they walked down the steps.

As the twins and Elena entered the building, Jen looked a little disgusted.

"What was your dad doing, racing cockroaches?" she asked, disgusted.

"He has a kind of laboratory set up. Whatever he was working on, he didn't want me around for it. And then he stopped coming home at all. Come on."

Elena led the way as the twins shrugged and followed her.

"I don't like this, bro. Not one little bit," Jen said.

"Me either, sis. But what choice do we have?"

As they walked up the steps, Victor and his army walked down the steps opposite them to follow them, carrying large crates with them.

They walked out of the building as a large shipping van pulled up to them and opened up as the slaves started loading the crates into it.

"To the final staging area," he said, turning to the two thugs from before. "Take care of our guests."

The two thugs walked off back to the building that housed our heroes.

Speaking of which, the twins and Elena entered the lab in the building, the twins looking confused.

"What was he doing here?" Ben asked.

"He was studying the chips," Elena explained.

"Boy, when your dad makes a hobby, he doesn't mess around," Jen said.

"Someone's been here," Elena said, investigating the lab. "Taking things."

"Or looking for things," Ben said, looking at the notes as he and Jen used the flashlight settings on the Omnitrixes to look at them.

"Elena, these notes," Jen said. "He wasn't studying the chips. He was upgrading, developing them."

"Look at all this," Ben said. "Your dad was clearly insane."

"You're wrong. He's a brilliant man, he just became possessed by his work."

"Why?" the twins asked in unison.

"He said these things posed some kind of threat. The Plumbers didn't believe him, so he took them. Now they're not lifting a finger to help them."

"Yeah, our grandfather is kind of a stickler about the whole Plumber rulebook," Ben said, looking at a picture of Victor and Elena together.

"But we're not just Plumbers. We're also superheroes," Jen said. "We tend to help out anybody in need."

"I don't get it," Elena said, looking around. "This is where I found those chips in storage canisters. They were all over the place. But now they're gone."

Ben spied an ad on the desk and took it and showed it to his sister and their friend.

"I think your dad had a business with Ship-It."

"The guys who deliver mail and packages? Fed-Ex's biggest competitor?" Jen asked.

"That's the one," Elena said.

"Do you think he could've shipped the chips somewhere, sis?"

"I don't know, but whoever kidnapped your dad definitely wants these chips."

"Wait," Ben said. "That freak from the warehouse drop point. Do you know who he is?"

"I have no idea," Elena shrugged. "I just want my father back, guys."

"We'll get him, we promise."

"The pair of us haven't broken a promise yet and we're not starting now," Jen said, cracking her knuckles.

That was when the door opened and a group of random civilians walked in single file towards the twins and Elena as they braced themselves, the twins' hands twitching to the wrist in anticipation.

"Who are you?" Ben asked. "What do you want?"

"We want to help you," the civilians said in unison.

"No thanks, we're good," Jen said, creeped out. "Just browsing."

"Whoa, sis. Look at their eyes."

They looked to see the civilians' eyes flash yellow.

"It's not just their eyes," Elena said, flashing the desk light on the people. "Look."

They stumbled back, grossed out when they saw the chips crawling like bugs inside the people's skin.

"They're infected. They're being controlled," Ben realized.

"Really?" Jen asked. "We just dealed with enslaved humans! Now we're dealing with this thing?"

"We want you three to meet the queen."

"And we would love to do that, but all that bowing and curtseying? No, I don't think so."

The people continued to walk into the lab and the twins looked on.

"There's too many of them. Like they were expecting us," Ben said.

"Like it's a trap?" Jen asked, looking at Elena.

"No, I swear it."

"Looks like we could use some help," Ben said as the twins activated their Omnitrixes and tried to transform, but the holograms displayed only showed static, not allowing them to transform.

"From a static squiggly blob? Not good," Jen said as she pressed the button to put on her Omni-Suit and her brother did the same, their armored forms protecting them from the chips as they used their enhanced strength to knock away all of the slaves as they ran out of the lab, only to be met with a ton of Victor's slaves outside by the bikes.

"Oh no!" Elena said. "What do we do?"

"Okay," Omni-Green said, looking at his Omnitrix. "I think I've got it. If these chips are actually alive like some techno-organic interface, then the watches must be in overdrive to scan them."

"Can we do this pop quiz some other time, Ben?!"

"Okay," Omni-Pink said. "Maybe we can redirect the scan back at the chips if we boost the power."

"Got it!" Omni-Green said as he and his sister adjusted the Omnitrix, sending a powerful pulse outwards, sending everyone around them flying back into the brick walls. "Nice!"

"Let's go!" Elena shouted as she and Ben got on the bikes and drove off with Omni-Pink getting onto her brother's bike.

Elena drove off, only to be sucker-punched by one of the zombies, sending her bike flying down the street as Omni-Green pulled his bike over and handed the controls to his sister.

"Elena, get on!" Omni-Pink shouted as she drove off.

"XLR8!" Ben shouted as he transformed into his Kineceleran form, running off into the distance.

Soon, once they were in the clear, they pulled over with Ben transforming back to human form.

"Thanks," Elena said. "You two are pretty good on this."

"And you can hold your own in a fight," Ben said.

"So what do we do now?"

"We visit the Ship-It center and find out what your dad was up to," Jen said.

"We might even find your dad."

"Whatever he sent is long gone by now."

"You sure about that?" Ben asked, pulling the Ship-It ad from his pocket and showed it to the two girls. "This was dated today. I thought you said he's been missing for weeks."

"He has. You two believe me, don't you?"

"We believe we'll find something at the Ship-It," Jen said, stepping off the bike and handing it to Elena. "VLOCT."

"XLR8."

The twins transformed into their Kineceleran forms and then ran off to the Ship-It center alongside Elena, who was driving the bike.

* * *

Back at the Omni-Team headquarters, the others were watching video footage of Max talking with Victor in an interrogation room.

_"Who were you going to sell the chips to, Victor?"_

_"I keep telling you! I had to take them!"_ Victor said. _"It was for research. Those chips, they're a threat. They're planning something."_

_"That's a lie!"_ Max shouted. _"They're dead! Lab boys say they're nothing but alien tech. No threat at all. Who's your buyer?"_

_"The hive, they want us. They're coming for us, Max! They're coming for us all! I'm telling you the truth, Max!"_

_"You're gonna have to do better than that, Victor. I know you."_

Kevin paused the video and turned to the others in the room.

"Your gramps has a real bedside manner there, Gwen," Kevin said.

"He was just disappointed," Becky said. "Validus was like his prized pupil. I think Max really felt his betrayal."

"Hmm," Verdona said as she looked to Xylene and both nodded silently.

"I wonder if," Gwen began.

"You think that Max's getting stabbed in the back by Victor is keeping him from seeing straight?" Ally said, putting her hand on her hip, a mischeivous smile on her face. "But that would make..."

"The twins right?" Becky gasped, turning to her sister. "And you, the great Gwen Tennyson, _wrong_?! Not possible!"

"That's a scary thought," Kevin said. "And not just because I hate it when he's right."

"I believe it," Verdona said, stepping up. "Those two have better instincts than we give them credit for. And you know it."

"Verdona's right. I was like Azmuth at first," Xylene said. "They've proven they're not just kids who don't know what they're doing with those things on their wrists time and time again.

"So..." Gwen said. "What if this loony we're talking about isn't so loony. What if the chips weren't dead at all?"

"Like some kind of species of insects that can remain dormant for decades?" Kevin suggested, everyone starting to look at him. "I learned that from watching the science channel."

"Your depth of knowledge astounds us," Verdona chuckled.

_"Now commencing all thermal and spacial analysis of all targets," _Courtney said.

"Thanks, Courtney," Becky said. "Grandma, did you have any luck getting a trace on the chips' energy signature?"

"Nothing. They may have an energy signature, but no mana. I can't pick them up at all."

"Kevin?" Gwen asked.

"Your wish was my headache-inducing project," Kevin said, pressing it in as Courtney projected a green hologram of the globe in the center of the lab.

_"Target identified," _Courtney said. _"Absolute locations displayed in a radial curve commencing at 38 degrees Latitude, 96 degrees Longitude.."_

"The chips are showing up in a 100-mile radius," Ally said.

"Kevin, you did it!" Gwen said, giving Kevin a big kiss on the cheek.

"The cheek?" Kevin chuckled. "I find all the big bad alien chips and all I get is a kiss on the cheek?"

"Yes. Yes you do."

Becky looked at the globe and focused in on it, using the degrees that were given to the team.

"The greatest concentration of chips is clustered here."

"A Ship-It distribution center?" Xylene asked.

"The packaging company? That's not good news," Verdona said, scoffing.

"It's only about an hour from here," Ally said. "I'll bet you $10,000 that the twins and Elena are heading there right now."

"You guys thinking what I'm thinking?" Gwen asked, raising an eyebrow.

"That we're going against orders and we're no better than Ben and Jen?" Kevin asked.

"You _had_ to mention it!" Gwen said as she started typing in.

_"Destination at absolute distance of 49.87 miles," _Courtney reported as the team got up.

"It's okay. You four have our blessing," Xylene said.

"We do?"

"It's not going against orders if you have the blessing of official Plumbers," Verdona said, punching her friend in the arm.

"Let's do this," Ally said.

* * *

Later at the Ship-It center, the metal door suddenly caved in and was sent flying as Lucky Girl, Huntress, Absorber and Matter Girl stepped in, Lucky Girl illuminating the area with a mana ball.

"Come on, it's open," Absorber said.

"It's open, huh?" Huntress asked.

"It's open now."

Everyone shined their flashlights and Lucky Girl's mana ball to illuminate the center, only to find it totally empty.

"Remind me why we drove all the way out here again, guys?" Matter Girl groaned.

"Hang on," Lucky Girl said, her eyes glowing pink. "The chips were here. We're too late."

"Dang it!" Huntress said as Absorber put out his hand.

"Yeah, that's what I get too."

The group walked through the warehouse, Huntress' hand on her bow.

"Man, there's nothing like here anymore."

"Hang on," Matter Girl said. "There's something here. Let's take a look."

"Files?" Jen asked as they filed through the papers.

"London, Paris, Shanghai... all of these were sent from this location," Lucky Girl said. "And they're headed all over the world."

"Literally," Huntress said. "Air, sea, by any means the company has."

"And those chips are what's being sent," Matter Girl said.

"There must be hundreds of crate orders," Absorber said. "Maybe a hundred thousand.

"Kevin, what do you think it means?" Lucky Girl asked.

"It means we're at least one step behind something disturbingly huge."

"May I help you?" a voice asked and they turned to see a Ship-It employee behind them.

"Um, hi. We just have a few questions," Huntress said.

"Ship-It is closed right now. Please return during regular business hours," the employee said in a robotic voice.

"And what are you doing here in the dark?" Lucky Girl asked.

"We are workers. We live to obey."

"Well, you must be employee of the month," Absorber said.

"Look, sir. We just need a few of these documents for a little school project," Matter Girl said, taking the files. "We'll bring them right back after we turn in our report, okay?"

"No. You will remain. You will join us."

"I'm gonna have to insist," Absorber said, absorbing the wood from the desk and grabbing the employee by the collar.

"Your desires are irrelevant. The queen's will supersedes all."

"Well tell your queen to supersede _this!"_ Huntress shouted as Absorber tossed the employee through the glass wall and Huntress blasted him with an arrow that unfolded into a bola to snare up his legs, sending him sprawling to the ground.

"Let's get out of here," Huntress said as they ran away into the car and Matter Girl got onto her bike, only to look behind to see the employee standing up and raising his arms up and down repeatedly.

"What is that guy doing?" Lucky Girl asked.

"Don't know," Absorber said. "Praying to the great god of bubble wrap?"

"Kevin!" Huntress shouted as everyone looked up to see hundreds of chips flying above them, swarming around in patterns.

"Okay, these chips are now officially an issue," Matter Girl said, gulping as she shifted her bike's clutch.

The chips started swarming together in small ball shapes.

"That's new," Lucky Girl said. "They couldn't form solid shapes before."

"Could those chips be learning?" Huntress pondered before the balls started pelting the car, cracking the windshield.

"Come on!" Absorber shouted. "Not the glass! That's custom!"

"Get us out of here!" Lucky Girl and Huntress shouted as Kevin pulled the car and drove away as Matter Girl pulled after him, activating her bike's nitrous, speeding alongside him.

"Thank you for using Ship-It," the employee said as they drove away onto the highway.

"You should teach a driving class," Lucky Girl said to her boyfriend.

"Defensive drivers are the safest drivers," Absorber said, looking at the hula dancer decoration on the dashboard.

Soon enough, a large metallic ball made of the alien chips broke through the gate on the side of the road, rolling after the heroes as Huntress looked back.

"We've got company!"

The ball broke apart into two separate balls and continued chasing them.

"I think they're getting smarter," Lucky Girl said.

"Then so will we," Matter Girl said before adjusting her clutch and peeling into a doughnut that caused one ball to destroy itself against the bridge before her brother drove the girls through the tunnel, the second ball destroying itself as well with her following.

Unfortunately, they looked behind to see the balls reform themselves and then grow spikes, following the team as they looked at each other, nervous.

"Okay," Absorber said. "So we got to get smarter and faster."

Absorber activated the nitrous on his car and sped away, not noticing a car pull in from the opposite end.

"Watch out!" Huntress shouted.

Absorber and Matter Girl barely drove past the car as the spiked balls slammed into it, tearing off the roof and surprising the driver.

* * *

Meanwhile, Ben, Jen and Elena were parked on the side of the road with Elena as they looked up the info on Ship-It on their phones.

"The Ship-It office is right up over here," Ben said before they heard a familiar roaring of an engine.

"What is that?" Elena asked.

"The most obnoxious muscle car in the world," Jen groaned as she and Ben transformed into XLR8 and VLOCT again and Elena got back on the bike.

"We're gonna have to take a detour," XLR8 said, getting into a running position.

* * *

Absorber tore through the streets, shouting out as the spiked balls continued following him and his sister as she gulped.

"I can't lose them!"

"Head down and hold on!" Huntress shouted as everyone ducked, the balls surrounding them on both sides, slashing the tires as Matter Girl was thrown from her bike and was sent sprawling into the gravel as she witnessed her brother's car crash and start flying, landing on its roof as her friends stumbled out, dazed and confused from the whole ordeal.

"Ow..." Lucky Girl said weakly as she stumbled out.

"You okay?" Absorber asked.

"Yeah. It hurts when I laugh, but I don't think that'll be a problem."

"Argh!" Huntress grunted as she suddenly hit the floor and felt at her right leg, clutching it, clearly unable to move it much.

"Oh man," Matter Girl said as she ran up to the pelt-clothed hero on the ground. "That's not supposed to bend that way."

"Yeah, no shit!" Huntress shouted, her face clearly showing she was in pain.

"Can you stand on it? Or even move it?"

"Hang on," Huntress said, trying to move her leg, only to whimper in pain, trying to hold back her tears. "Yep, that is definitely broken."

"Hang on," Lucky Girl said, taking her sister and hoisting her up bridal style as she smiled.

"You're a great sister, Gwen."

"Thanks, Becky. You're a great one yourself."

"I don't know who's behind all this, but they're gonna FIX MY CAR!" Absorber shouted, looking at the wreckage.

Everyone looked around, not finding so much as a single chip.

"You think they gave up?" Matter Girl asked.

"I don't know," Lucky Girl said. "Maybe they just wanted to scare us."

"After breaking my leg? Fat chance," Huntress groaned.

"If that's the case," Absorber said, looking up at the bridge. "They succeeded."

They looked up to see the final giant ball grow more spikes and roll down to them.

Lucky Girl passed Huntress to Absorber and started blasting the ball with her mana blasts to no avail.

Close by, Elena sped by with XLR8 and VLOCT flanking her sides.

"Hang on!" VLOCT said, transforming into Painwheel and started rolling, smashing into the ball, sending the chips scattering away as XLR8 transformed into Humungousaur and roared sharply, growing his stegosaurus features as he started smashing the ball and tossing his sister into it, her bouncing off like a volleyball.

"Perfect timing," Huntress winced as Lucky Girl turned to Elena and nodded.

"Give me your jacket."

"What?"

"My sister broke her leg in the car crash. I need something to wrap it in, your jacket's the best thing available."

"Fine," Elena said, taking her jacket off, revealing her black tank top and Lucky Girl wrapped Huntress' leg in it.

As Humungousaur laid waste to the ball, it broke apart into several razor sharp wheels that started spinning around as Painwheel shouted out and slammed into them with her shell-covered body, roaring out in anger.

"That's kind of whatev," Absorber said as the group ducked for cover.

"It's kind of a nightmare!" Matter Girl shouted.

The wheels started firing chip projectiles at Humungousaur and Painwheel, only to completely deflect off of their armored bodies as Humungousaur slammed them with his spiked tail, sending debris flying everywhere.

Painwheel bounced up into the air and slammed won onto one of the last wheels.

That was when more wheels rolled into the area, blasting projectiles everywhere at the twins.

They shouted out and looked on as they were surrounded on all sides by the wheels as they started forming a chip cyclone around them.

"It's got Humungousaur and Painwheel!" Elena shouted.

"I wouldn't count on that," Huntress grunted.

A flash of green and pink light flashed out, sending chips exploding everywhere as Stinkbomb and Heatblast flew out of the chips and looked as the chips formed into a razor-sharp cyclone, capable of destroying anything.

"Okay, sis," Heatblast said. "Plan B?"

"Sorry, Kev," Stinkbomb said as Heatblast transformed into Four Arms and lifted the ruins of Absorber's car over his head.

"Oh, no," he said. "Don't do what I think you're gonna do!"

Four Arms shouted out and slammed the car into the chip, cyclone, creating a giant explosion and sending chips and car parts raining down on them. He shouted in victory before the twins transformed back along with their teammates.

"That was so cool!" Elena told the twins.

"Are you guys okay?" Gwen asked, carrying her sister in her arms bridal style.

"You destroyed my car! It was brand new!" Kevin shouted.

"What are you guys doing here anyway?" Jen asked.

"Well, I had the sudden urge to ship something overnight and suddenly, we're up to our neck in your girlfriend's chips and that's about the point that you two came along and _annihilated my car!"_

"And I broke my leg in the car crash," Becky said.

"Those chips aren't mine! I was trying to warn you!" Elena said.

"Thanks," Kevin said. "I'll consider myself warned."

Everyone looked on as Jen hugged Ben and he hugged her back.

"Those chips are more than just autonomous tech. We found an entire hive of them at the Ship-It office and they'd infected the clerk. Absorbed him."

"Yeah," Ben said as Kevin kicked the wreckage of his car. "We just ran into his extended family and they wanted to adopt us."

"No kidding," Elena said. "Those things must have analyzed the threat and evolved to completely adapt to every one of our moves."

Kevin knelt down and picked up the unblemished hula dancer ornament.

"They're clearly a highly advanced species," Ben said.

"And it looks like they still have some life in them after all," Jen said.

"We've got to get some of these chips back to the lab right away," Gwen said. "And get my sister to the medic."

"Please?"

"Maybe they'll give us a clue about what happened to Victor," Ally asked, putting a hand on her chin.

"We'll give Elena a call," Kevin snapped. "Because she's not coming with us. You're trouble in a jug."

"Oh, I'm coming with you guys alright."

"Ben, Jen? Didn't Elena just lead you two into a nest of techno-organic zombies?" Gwen asked.

"She's coming," the twins chorused.

"What? Why?" Ally asked.

"Two reasons," Jen said. "One, she's in too much danger on her own now."

"And two... we trust her."

"More than your own teammates?" Becky asked. "Your family?"

"No, not more than you guys," Jen said. "We just trust her."

"Speaking of which..." Elena said, reaching into her pocket and handing a paper to Kevin.

"What's that?" Gwen asked.

"A quick and trustworthy cab service."

* * *

Later on, Max was in the Plumbers' comm center with his girlfriends behind him, crossing their arms as they looked to see the world activity and news reports from across the globe going into chaos quickly.

"This is horrible," Xylene said.

"I've been around a while, but I've never seen anything like this."

That was when everyone came rushing in as Jen held Becky.

"Where in the Sam Hill has everyone been!"

"Not now, Grandpa," Ben said. "Becky broke her leg in a car accident. She needs medical attention badly."

"Oh, my sweet child," Verdona said, taking Becky bridal style. "I'll take Becky to the medic. You guys stay here."

"Okay," Jen said as Verdona hovered away with Becky.

"Good luck, guys."

"We're getting reports on alien activity from installed Plumbers all over the globe!"

"Max, we-"

"We can settle our problems later," Max said, pointing to Elena. "And _she _stays in the brig!"

"It's the chips," Jen said. "Validus' chips."

"She told you that?"

"It's true," Gwen said, walking up with Kevin and Ally. "The chips Validus stole have become active."

"_Very _active," Kevin agreed.

* * *

"Well, doc?" Jen asked as the medic looked to her and nodded. "How bad is it?"

"She'll be just fine. She just has to stay in that cast and her leg will be good as new soon."

"What does 'soon' mean?" Gwen asked.

"About ten days."

"Ten days?!" everyone shouted.

"She's extremely lucky. It could've been so much worse," he said, walking away.

"Well, you know what this means, right?" Ally asked.

"The Omni-Team's down a member for now," Ben announced. "Becky needs to devote her time to her recovery. So for now, Huntress is benched."

"Agreed," Jen nodded. "Sorry, Becky."

"It's fine," Becky said, folding her arms and gesturing at the cast on her leg. "I'm pretty much useless to you like this and I'm just as susceptible to those chips without any powers anyways."

"Speaking of the chips," Gwen said. "Xylene?"

Xylene stood with Max and Verdona at the scanner as he scanned the chip he had.

"These things were nothing more than extraterrestrial hardware. This is impossible!" he said, lifting the lid of a container and putting the chip he had in, not noticing as a single chip scurried out of the container.

"They also have a nasty habit of burrowing into people and taking over their minds," Ben said.

"They have an unusual energy signature. Can you use that to pinpoint it?" Verdona asked.

"Already done," Kevin said, pressing a button on the computer.

_"Targets reanalyzed," _Courtney said. _"Absolute targets appear in a radial curve. Targets experiencing exponential growth at an absolute rate of 10,000 to 1 on an extended curve."_

"Whoa," Ally said, stunned. "That's no hundred-mile radius."

"Millions of them," Ben said.

"And spreading at an increasing rate," Gwen said.

"Like a virus," Jen said. **(wink-wink)**

"Not a virus," Ben said. "Parasites."

"So in other words, they _are_ a threat," Elena said. "Just like my father said."

"Those things were not alive three years ago. Your father's tinkering probably activated them somehow!" Max shouted, not noticing the chip crawling along the desk. "Now they're a threat to the entire world."

"You're wrong. They were hibernating. Just ask your know-it-all granddaughter."

"Knock it off! Both of you," Ben said.

"Ben's right," Jen said. "Let's try working on a solution, not blame."

"Well," Gwen said. "At least we know where they are."

"Well, what are we waiting for?" Kevin asked, preparing his blaster. "Let's start shooting."

"What about those innocent people who were already infected?" Elena asked.

"If it's between me and a Ship-It clerk, I'd rather pick me," Ally said, raising an eyebrow.

"No, Ally. There's got to be another way," Gwen said.

"Genocide isn't the answer," Xylene said. "It's never the answer as you know."

"Oh, we're committing genocide... on those chips! Not the people!" Ben said before he and Jen looked at each other, eyes widened.

"The queen!" they both chorused.

"What?"

"That's right," Elena said. "The infected people. They all went on about their queen."

"You mean a queen like an insect colony?" Verdona asked.

"Precisely," Jen said.

"In a beehive or an anthill, there's only one queen," Kevin said. "She lays all the eggs, produces all the offspring and tells everybody what to do."

"You watch way too much of the Science Channel," Ally chuckled.

"Kind of like Clancy six years ago," Jen said. "He controlled all those insects and now that he's an actual insect mutant, he is their queen... slash king."

"Do you think he has something to do with this?" Gwen asked.

"Unlikely," Ben said. "He only works with actual insects, not insects like these."

"How do you destroy a hive?" Elena asked.

"Remove the queen, the bees disband," Ben said.

"The queen dies, the hive dies," Jen nodded. "We have a few insectoid aliens in our arsenal. We tend to know how insects act."

"So the only way we can win is to find the queen and destroy her," Gwen said.

"Alright people, nobody sleeps tonight," Max said. "I'm gonna dissect these chips to find out what they're made of. Kevin, Ally, we need to find a more effective way of getting around those drones."

"Gwen, find a way to shut down the connection between those things and their human hosts," Verdona said.

"Yes, Grandma."

"Ben, Jen," Xylene said. "Gonna be like finding a needle in a haystack to find that queen."

"Forget about finding a needle in a haystack," Ben said. "It's finding a needle in a _needle _stack. But we'll do it."

"And Elena," Max said. "Since you're here, you'll help too. I don't want her going two feet without an escort."

"Okay, people, let's move!" Jen ordered as everyone got to work on their mission.

_"Linear growth is increasing at a comparative rate of 800%," _Courtney reported. _"My calculations recommend a point-specific analysis rated to unique regional demographics as related to current geographic coordinates. Now commencing all thermal and spacial analysis of all targets."_

No one noticed as they were working that the single stray chip had crawled onto Max's arm and started scurrying up it.

* * *

Later on, most of the team had fallen asleep at the desk, minus Ben, Gwen and Elena.

"Gwen, why don't you get some shut-eye?" Ben asked. "We need that brain of your's working if things get hot."

"Just for a few minutes," Gwen yawned. "And you'd better wake me up."

Gwen laid her head down on the desk and instantly fell asleep and Ben turned to Elena at her station.

"You too. Get some rest."

"Not a chance. I won't sleep until my dad is home safe and sound," Elena said. "Thanks, Ben. You and your sister took the risk to help me. You went against your team."

"Just like old times," Ben chuckled. "The guys back in middle school didn't want you on the soccer team and I stood up to them for you to join. You ended up being our MVP."

"You're not doing this for old time's sake."

"No. Jen and I are doing it because we know what it's like to be on our own in a tough situation you never chose to be in. We didn't ask to get stuck with these things. It just happened. And no one but the two of us know how that feels."

"I think I do."

Ben chuckled and went back to work.

* * *

Later on, after Jen woke up, she and Ben walked into their grandfather's office, looking concerned.

"Max, we need a map analysis," Jen said.

"Sis, look," Ben said and the pair looked down to see the chips in a petri dish moving like insects. "Max?"

"Ben, look out!" Jen shouted as she noticed her brother about to be crushed by Max with a computer monitor.

"Whoa!" Ben shouted, dodging as he grabbed the zombie Max's arms and everyone else ran in.

"Ben, stop!" Gwen shouted. "Max!"

"We have to restrain him," Verdona said. "But be careful not to..."

She stopped when she saw Ally absorb some rubber and karate chopped Max's neck, sending him down.

"...hurt him."

"What? He's restrained," Kevin said.

Everyone rolled their eyes as Gwen used her powers to tie Max up to a chair in mana ropes.

"Max," Ally said. "Are you okay?"

"We're fine," Max said. "Never better. Why are you all looking at us like that? We're great. We're happy. We're going to colonize Earth."

"He usually has a lot of odd jobs for us," Kevin said. "That one's new."

"Grandpa!" Jen shouted.

"Fight it, Max. Come on!" Xylene said

"You can't stop what's coming. The Plumbers are finished. Mankind is finished!"

Max then pressed a button from his restraints and a bunch of smoke was sent into the office, sending everyone into a coughing fit before Gwen used a spell to blow the smoke away. When it was lifted, Max was gone.

"Max!" Verdona shouted, illuminating the room.

"Where'd he go?" Elena asked.

Xylene sighed as she heard a bang.

"No one knows these tunnels better than Max does. He's long gone by now."

"Like it or not, he usually tells us what to do," Kevin said. "We need him."

"No we don't. He needs us," Ben said. "We need to find the queen and stop her or helping Max is going to be the least of our problems."

"Wherever this alien queen is, that's where we're going to find your father and Max," Jen said. "We stop her, we stop the spread of these chips."

"And how do you suggest we do that, great leaders? We don't know where she is," Ally said, crossing her arms as the twins looked to each other.

"Courtney?" Ben asked. "Give us the map again."

_"Current geographic coordinates displayed."  
_

"Does anything seem weird to you about this map?"

"Well, the color choices are a bit drab. Try seafoam blue," Kevin said.

"No, look at the highest concentration of the chips," Jen said. "London, New York, Paris, Munich... and Barren Rock, Missouri?"

"Sure. There are millions of people in all those cities, but that part of Missouri is..." Elena began.

"The middle of nowhere," Ally said as Gwen typed in some commands.

"Barren Rock is barely even a town. The only thing there is..." Gwen said before everyone's eyes instantly widened. "The world distribution center for Ship-It."

"Right!" Ben said. "Those shipments from the local hub would've been the first wave of sentry soldiers! Now we're talking total immersion."

"And they need a big enough wave to send that many chips across the entire planet."

"I'll bet you $10,000 that's where the queen is," Jen said to Ally.

"Come on," Gwen said. "They're taking over the world by 24-hour shipping?"

"What's your brilliant theory?"

"That's where the chips are being manufactured and distributed. That's where the queen is," Ben said.

"Sounds like we're in for a road trip."

"What do you mean 'we?'" Gwen asked as the twins glared. "Fine, she's coming too."

"Now we just have to find a way to get there," Jen said. "With Kev's car out of the picture, how do we get to Missouri?"

Kevin smirked and chuckled.

"Good luck, you six," Verdona said, hugging her grandkids.

"You're definitely going to need it," Xylene said. "We'll be here watching over things."

* * *

Later on, after changing into new attire, the team met up at the garage near the Comm Center.

Kevin wore a short-sleeved light blue oil-stained mechanic's jacket with his name on it over a white muscular shirt, blue pants, and his black combat shoes.

Gwen wore a red shirt paired with a black vest, gray pants, and black flats and her hair in her high ponytail.

"Ben, Jen, Kevin made these babies for your birthday," Ed told the twins, who stood off to the side, confused.

"...Our birthday was two months ago," Ben said.

"You can't rush genius," Kevin chuckled, throwing the sheets off of the two cars as the twins eyes widened in shock.

"Oh..." Ben began.

"My..." Jen continued.

"God," they both said simultaneously.

In front of them were two black Mazda RX-8 model cars with a green and pink X-shaped pattern on the hubcap spanning across the sides. Their bodies was heavily modified to look as sleek and stealthy as possible.

"Man, Kevin, this is beautiful!" Ally said as Jen looked over her new car, practically frothing at the mouth (not really.)

"She. She's beautiful. You call a car a she. And you're right. Both these babies are beautiful."

"I'll treasure her forever!" Jen said, hugging the front. "Thank you so much!"

"Don't be jealous, babe. You've got some good qualities too," Kevin told Gwen, only to be slapped away.

"Cars. Your friend built you cars for your birthday," Elena chuckled, now back in her jacket, completely clean.

"Wait until you see what the weapons and defense systems are like," Ed said.

"Shut the hell up!" Ben said.

"The fact is, they'll eat up anything in their path," Kevin said.

"I don't know what to say," Ben said. "I can't wait to test her out."

"Oh, you two aren't driving," Kevin said. "I said I was _going _to give you the cars. That was before both of you bailed out on the team. I'm keeping her."

"No you're not," Jen said, blasting her mana eye beams at Kevin, stopping him in his path. "We're driving alright."

"How do you figure?"

"Well," Ben said, winking to his sister. "Humungousaur would be happy to throw the cars to Missouri."

Kevin groaned and tossed the keys to the twins.

"Let's do this, bro!" Jen said, quickly hopping in the front seat of the pink car as Ben got into the front of his car. "Get in you guys!"

"I'll take my bike," Ally said as she walked off.

* * *

Soon enough, the two cars got on the road to Barren Rock, Missouri. Elena and Kevin were driving in Ben's new car, the DX Mark 10, while Gwen was riding in the front seat of Jen's car, the Pink Angel.

"Nice wheels, cuz," Gwen said as Jen smiled, the wind blowing her hair back.

"Hey, Pink Angel here is a beauty to behold," Jen said, patting the side of her door. "Yes, you are. Yes, you are."

"You're turning into Kevin over his car."

"Oh, I'm not going to that level... yet."

"I like it," Ben said.

"I'm thrilled," Kevin said, annoyed as the twins drove down the road with Ally driving behind them on her bike.

"Wait till they see the modifications I made to my ride."

* * *

The team parked beside the railroad tracks in Barren Rock and looked on.

"Missouri in February," Gwen said, crossing her arms. "It's my dream vacation only 40 degrees colder."

Everyone looked up over the hill to see tons and tons of workers in the Ship-It distribution center with a lot of trucks and planes.

"Let me get a closer look," Ben said as he looked through their binoculars to see the amount of chips. "It's like a small army."

"Or not so small," Jen said, taking the binoculars to see the amount of chips. "Check it out, Ally."

"We're going to be fighting some serious odds down there."

"Those people," Gwen realized. "They're all infected."

"We can't hurt them," Ally said.

Kevin saw someone drop the crate on the ground, breaking the chip containers on the ground.

"Oops. That's coming out of your zombie paycheck."

"All those crates are filled with chips," Elena said. "There must be millions."

"Probably six billion. That's how many humans there are on Earth," Ben said. "Okay, let's get inside."

The team ran down to the center and then ducked for cover behind the crates, sneaking past all of the zombies as they looked at where the crates were coming from: inside the building.

"Looks like that's where we want to be. Right in there," Elena said.

"Oh no," Gwen said, looking up to see Max talking with another zombie. "Grandpa."

Jen quickly shushed her cousin and grabbed her back to stop her.

"No, Gwen!" Jen whispered. "If he sees us, he'll alert all of the others that we don't belong here."

"He's one of them now," Ben agreed. "A hive mind. It's all up to us now."

"Let's go," Ally whispered as they snuck into the building.

* * *

The team looked on from the rafters to see the development and packaging of the chips.

"Look," Kevin said as they looked to see the man in the center of the room with tons of tubes with the chips flowing out of him and the hive mind slaves packaging the chips into crates to be sent out all over the world.

"It's like a human assembly line," Gwen said.

"There's no sign of her royal higness, the Queen," Ben said, mentally preparing himself.

"But there's someone we do know," Jen said, gesturing to the man in the center: Victor Validus.

"It's the creep from back at the mill," Ally said.

"That's Victor Validus," Gwen realized, recognizing the picture.

"I knew it!" Kevin scolded the twins. "I told you two not to trust her."

"It's not that simple," Elena said.

"You knew your father was behind this the whole time, didn't you?" Gwen asked.

"You said you didn't know that guy," Ben said.

"I don't! That's not my dad. He's become some kind of freak."

The twins looked over to see the numerous amounts of chips falling out of the man and nodded to each other.

"Well, I think we found out how they're making those chips," Ally said.

"No," Elena said in horror.

"You expect me to believe she's on our side?" Kevin asked.

"I knew not to trust you," Gwen said. "Becky did too!"

"No, you're wrong. You don't understand."

"You've got a lot of explaining to do."

The twins looked down to see a kid and his mother pass under them before the kid looked up to them.

"Not here, she doesn't," Ben said.

The kid and his mother looked up to see the team vanish from the railing before shrugging it off and getting back to work.

* * *

After getting to the ground floor and hiding again, Kevin absorbed the hard metal from a beam and raised his fist to Elena.

"They're both in this together, it's not like that."

"NO!" Jen shouted as she tackled Kevin and struggled as he tried to get her off his back. "It's not like that!"

"It's okay."

"How is this okay?!" Ally asked.

"Ben, Jen, her father is reproducing those chips. He's the one controlling this whole operation."

"Is he?" Ben asked. "Because it looks to me like the chips are the ones controlling him. Just like Max."

"It's not a trap," Jen said. "But we trusted you, Elena."

"I had to lie. I knew you'd react like this: refuse to help me, treat me like the enemy, just like the Plumbers did to my father."

"Then I guess you don't know us as well as you thought," Ben said. "Right, guys?"

Gwen, Kevin and Ally looked to each other and they whistled sheepishly.

"I'm sorry. I just wanted this whole nightmare to end."

"Well, looks like it's just beginning," a familiar voice said and they looked to see Becky walk towards them, albeit with an obvious limp as she glared.

"Becky? What are you doing here?" Gwen asked.

"How are you here?" Jen asked.

"It took you about three days to get here, remember?" Becky said. "In that time, Grandma healed my leg with her mana and then teleported me here to help you guys. Did you really think I would miss out on a time like this?"

"No we didn't," Ally said, jabbing her friend in the shoulder. "You're sure your leg's good enough for you to fight?"

"Still got a limp, but it's nothing worse than anything I've had," Becky winced.

"So that's what those plans were for," Ben said, looking at the chips as everyone informed Becky on the new info. "Victor was conducting tests on _himself! _He's the hive!"

"His own body's producing the chips by the thousands every minute!" Jen said.

"But wait," Gwen said. "In a colony, only the queen can reproduce."

"So that means," Becky began.

"The queen is inside of my dad," Elena said.

"We've got to shut him down, guys," Kevin said. "You two destroy him, you destroy the queen."

"No, you can't!" Elena shouted.

"I'm sorry, Elena," Gwen said. "But Kevin may be right. It's a choice between one man and the entire human race."

"You two said you'd save him! It's not his fault, he's being controlled by the queen!"

"Guys," Ally said, taking the twins by the shoulders. "I know this is hard for you. But if you don't take this guy out, the whole world falls."

"You know what your grandfather would do," Kevin said.

"We don't know what Max would do," Jen said, sighing. "...But we know what we wouldn't do. We don't destroy victims, we save them. We only destroy enemies."

"So what's your plan, Ben and Jen?" Elena asked.

"Okay," Ben said, activating his Omnitrix. "It looks like all the soldier chips have been rendered dormant for shipping."

Jen activated her's as well and started dialing. "If we can stop the queen before she activates them, we may stand a shot at beating this thing."

"Wait," Becky said. "What do we do if Alien X or Way Big gets absorbed by the hive? Then it's all over."

"Actually..." Ben said. "Absorbed by the hive is pretty much what we had in mind."

"Huh?" Ally asked.

"Remember when the Omnitrixes scanned the chips' DNA?" Jen asked. "The two of us can fight them from the inside if we become one of them."

"The watches have been baking this up the whole time. Now it's time to take it out of the oven."

"Guys," Kevin said. "This isn't like anything you two have ever become before."

"Kevin's right," Gwen said. "It's a hive mind-based organism."

"So?" Jen asked.

"So I'm sure that the Omnitrixes can turn the two of you into one of these things, but I'm not so sure they can keep you in control once they do. You may become permanent slaves to the hive."

"Turbo-charged killer weapon slaves," Kevin said.

"Don't do it," Elena said. "I don't want to lose you guys too."

"Sorry, Elena," Jen said. "We're out of options."

"It's time to put our faith in the Omnitrixes," Ben said, before he was pushed by Gwen.

"It always has to be the Omni-Twins' way, doesn't it, you two? Just like walking out on the Plumbers."

"Okay, so maybe we should've stayed and talked it out," Jen said. "But this is different!"

"Why?!" Becky shouted.

"This is something we don't want to do. We just don't see any other way!"

Suddenly, Elena was grabbed from behind and immediately decked the slave holding her, sending him crashing to the ground... just as the alarm sounded and everyone quickly suited up.

"Our cover's blown!" Huntress shouted, twirling her spear as the others got ready for battle.

"Elena!" Omni-Green shouted as they saw all the slaves walking towards them as the twins readied their Omnitrixes.

"What do you want us to do?!" Lucky Girl asked.

"Keep them busy!" Omni-Pink shouted.

"How?"

"Any way you can," Omni-Green said. "We trust you."

"Let's do this," Omni-Pink said as she and her brother both closed their eyes and slammed down the cores.

When they opened their eyes, they looked up to see everyone towering above them and they were still in their Omni-Suits.

"Huh?" Omni-Green asked. "What gives?"

"We're just small?" Omni-Pink asked.

Suddenly, the twins felt the energy surge into them as their forms instantly morphed into their newest alien form.

They were about a centimeter tall with grey skin with a gree n circuit-like design for Ben and pink for Jen. They had green and pink wings as well as one large, green and pink cyclopean-eye. Their bodies were made of a carbon or silicon-based alloy, with triangular feet and the Omnitrix symbols on their chests.

"What is that?" Absorber asked.

"They've turned into some kind of nanomechanical organism. Just like the chips."

"Nanomech," Ben said as he turned to Jen, who smiled and started hovering.

"I like it," she said.

The twin aliens, now dubbed Nanomech, flew through the air, unseen by the hive mind due to their size as they flew towards Victor's body.

"Time to get smaller," Ben said as he shrunk down some more and Jen did the same as they flew towards Victor, who took notice of them, looking on oddly.

"Even smaller!" Jen said as they shrunk down some more and flew into Victor's nostrils, dodging all the mucus that flew at them as Jen looked on, disgusted out of her mind.

"This is officially the grossest thing we've ever done," she said, deadpanned.

"True that."

They flew through the crevices in Victor's head and looked to each other and nodded before they felt an aching in their heads.

"Argh!" they both shouted.

_"Listen to my voice," _the queen of the chips said in their heads. _"You must obey."_

"Never!" Jen shouted, fighting it. "We have to fight this."

_"Both of you are one of us now, Ben and Jen Tennyson."_

Victor groaned, getting a headache as the slaves ran after the heroes as Becky swatted them away with her spear (albeit with some difficulty) and Elena punched them away as Lucky Girl blasted them with mana and Matter Girl slammed them away with her strong punches.

"Sorry!"

_"How can you two care about the humans when all the power in the universe is yours?"_

"Because we're human!" Ben shouted as he blasted a green energy blast and Jen fired her pink ones as well at the queen as she flew around to dodge it.

The queen raised her stinger and blasted the twin Nanomechs with an energy blast.

Lucky Girl created mana platforms under her feet and backflipped over a group of the slaves before sending them flying back with a mana wave.

Elena grabbed two pipes and twirled them alongside Huntress, who winced at the annoying limp in her leg as they swatted all of the slaves back with their weapons and Absorber and Matter Girl did the same by absorbing the concrete.

"Hurry up, guys!" Huntress shouted.

_"You are different from these other drones," _the queen realized, blasting at the twin Nanomechs as they dodged all her blasts and fired their own green and pink blasts at her._ "Stronger. Together, we can rule everything!"_

"Sorry," Ben said. "Not gonna happen."

"We're just not ready for that serious a commitment," Jen said.

_"Then you will die along with all the other humans!"_

The queen released several energy tendrils from her body, shocking the screaming twins to heck.

It looked like Victor was having a meltdown as Lucky Girl sent out several energy charged punches to a bulky man, but only ended up hurting herself in the process.

"What are the twins doing in there?" Elena asked as they looked to Victor.

"Whatever they're doing, they'd better hurry up!" Absorber shouted.

The team looked as the chips started glowing orange, signifying the obvious.

"The chips are activating," Huntress said. "We don't have much time!"

The rest of the Omni-Team looked to see they were instantly surrounded on all sides by the hive mind slaves.

The twins struggled in the queen's grasp as she ground them against Victor's inner skin.

_"You two were fools to transform into drones. I can easily defeat any puny drone!"_

"Well we're not just any drones!" Jen said as she slammed the queen out of their grip with her strength.

"We're half drone-half human," Ben said as the twins held hands and grew the same energy tendrils the queen used against them. "Drones can adapt."

"And humans never give up!" Jen shouted as they joined their power and fired a massive green and pink blast at the queen, instantly destroying her.

With the queen's destruction, the entirety of the hive mind stopped in their tracks as the chips glowed orange before detonating themselves, freeing the slaves from the queen's control.

Victor then regained control of his body as well as he sneezed as the twins transformed back, rolling right up to the others as they looked disgusted.

The humans all around them looked completely confused, wondering how they got there and what happened to them.

"They did it!" Lucky Girl said as the rest of the team immediately looked for a place to hide to keep their identities intact.

Elena, however, ran up to Victor, happy now that he was free and took his hand.

"Dad!"

"Elena?"

"He's alright!"

The twins, now back in their normal clothing, came running up and smiled at their handiwork.

"What are we? Chopped liver?" Ben asked as Jen chuckled.

"Hello! The two of us just saved the world again!" she said. "How many times does that make, bro?"

"Hmm... I'd say about six. At least."

"Don't look at me," Kevin said. "I'm not hugging you."

Elena smiled and hugged the twins lightly before they chuckled.

"Actually, you might not want to hug us so tight," Ben laughed. "We flew through a lot of snot."

Everyone chuckled before Becky realized.

"Wait a minute. What about..."

"Grandpa!" everyone said as they ran forwards and the garage doors opened.

"Max?!" Ben shouted as he and Jen walked through the area. "Max, where are you?!"

"Grandpa!" Jen said, before they felt a hand on their shoulder to see Max scolding them.

"You've got a lot of gall. Disobeying orders, defying my authority."

"Grandpa, please," Ben said.

"You know what that kind of behavior gets you?" Max asked, before he pulled his twin grandchildren into a loving hug.

Everyone walked out of the building and started wandering the grounds of the shipping center as Elena led her father over to the team as Max chuckled.

"I'm sorry, Victor. None of this would've ever happened if I had trusted you. My grandkids taught me that lesson today. Sometimes, you just have to go with your gut."

"No, Max," Victor said. "It wasn't right to go it alone. Ben, Jen, thank you. I'm forever grateful to you, Omni-Twins."

"Thank you, Mr. Validus," Jen said, shaking his hand followed by her brother. "We learned from the best."

"But you should be thanking your daughter. If it weren't for Elena, we'd be at a school soccer game right now."

"They're just being modest."

"Ben? Jen? Modest?" Kevin asked. "Not possible."

"They're too proud of themselves to be modest," Ally said, jabbing her arm. "Now I need to get to New York. I'm going to be competing for $10,000."

"In another kickboxing match?" Max asked.

"No. It's a cooking competiton," Ally said.

"You know, we make a pretty good superhero team," Becky said, shaking her leg out.

"We make a great team," Elena said.

"We're more than a superhero team," Gwen said, smiling. "We're Plumbers. And the Plumbers have two pretty great leaders."

"Indeed they do," Max said, turning to the twins. "Ben, Jen? What would you say if I asked you to step in as the leaders of the Earth Plumbers installation."

"Huh?" Ben asked.

"Well, I'm not getting any longer. And believe me, I've been waiting for this moment long enough."

"But Grandpa, we couldn't take over," Jen said. "We're only 16."

"You already have in a way. Those Omnitrixes could've gotten to anybody's wrists. We can count ourselves lucky that they found yours."

"I hate to say it, but Max is right," Becky said.

"Can we at least get a 30-day trial period?" Kevin asked.

"*sigh* Okay," Ben said. "We'll do it."

"And our first order of business will be to deny Max's resignation," Jen said as Max looked to her. "Sorry, old man. You're not getting out of the Plumber business that easily. Your girlfriends would agree with us."

"Eh, you're probably right. Now, what in blazes did that zombie me do with my ride?! I have a date with Verdona tomorrow!"

The twins chuckled as they walked over to their new cars.

"What did you mean when you said 'we're a great team?'" Gwen asked Elena. "You're not on the team."

"I am now, red. I've earned my place and you're going to have to move your locker at the Plumbers far from mine."

"I don't think so!" Gwen said as Kevin chuckled to Ben as they walked to the new cars.

"You'd better get used to that, man," Kevin said. "It's the sound of things to come."

"I already have a great girlfriend, you know," Ben said.

"Yeah, I know. But with how many girls like you now, it's going to be a real hoot. Now give me back my keys," Kevin said.

"Not a chance. From now on, we're driving," Jen said. "You have your own car to rebuild... again."

"I call shotgun!" Kevin said as he jumped into the passenger seat of the DX Mark 10 as Gwen rolled her eyes and leaped into the passenger seat of the Pink Angel as the Omni-Team drove off into the sunset back to Bellwood.

* * *

**Next time on Ben and Jen 10: Alien Force:**

**Vengeance of Vilgax**


	38. Vengeance of Vilgax: Part 1

On another planet far from Earth, a city was virtually demolished from top to bottom from battle. A familiar robotic jellyfish-like alien was trapped under some rubble and was struggling to get out. This was, of course, the Galactic Enforcer known as Synaptak.

"Synaptak!" his teammate, a Tetramand known as Tini, shouted as she leaped from a destroyed tower and ran over to her teammate. "Hang on, I'm coming for you."

Tini hopped down to Synaptak's level and pulled and threw all the rubble off of him.

"Please be alright."

Suddenly, Tini was pulled from behind and tossed away into a pile of rubble by a hulking squid creature who most would know.

Vilgax now wore a red and blue armor. He has a belt which is attached to the Raygun pocket. He wears dark blue stockings with metallic squares. He has a ruby gauntlet on his right hand, a shield gauntlet on his left arm and held a large sword on his back. He now has just 5 tentacles, all on the front of his face, and his eyes were larger than before. He also had a metallic part replacing the green sac on his head.

The building that Tini crashed into caved in on her and buried her in the rubble.

"Where is he?!" Vilgax demanded. "Where is Ultimos?"

"Right here, Vilgax!" Ultimos shouted, flying in with a punch. "And rest assured, you will pay dearly for your kraven attack on my teammates. The Galactic Code of Conduct-"

He was interrupted when Vilgax generated a shield from his left gauntlet and blocked his punches before he slammed the leader of the Galactic Enforcer down.

"The Galactic Code of Conduct states that a Conqueror's Challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me and you."

He then kicked Ultimos away from him with a growl.

"Your teammates cheated. But they have not changed the outcome."

"I am the most powerful hero on this planet. I'll perish before I let it fall into your hands!" Ultimos declared before throwing a punch.

"Yes. You will."

Vilgax blasted Ultimos with a ray from his right gauntlet that sent him flying away.

"I salute you. Few have withstood an assault from the Ruby Ray of Ulo."

"I... can't... let you... win!"

"The battle is over, hero. Go down to your rest."

Ultimos glared as Vilgax delat the final blow, literally sending a cloud of dust up over the unconscious Ultimos as Tini and Synaptak could only look on with horror at their defeated leader.

Soon, Vilgax's Bioids walked up with a large machine along with a new alien.

His body is white with his head fin being white and outlined with three black stripes. He wears a sleeveless black robe and a brace-like armor with red bars in the bottom, one in the middle, and one square and circle on top. He has fingerless gloves with three rectangles which he sometimes uses for fighting. His lips and around his eyes are black while his eyes are red. This is Vilgax's most loyal servant, Psyphon.

"People of Planet T-K, I have defeated your champion! By rule of the Galactic Code as ratified by the Casey-Kelly Accords, I claim dominion over this planet."

"Congratulations, Lord Vilgax, Conqueror of Ten Worlds," Psyphon said, bowing.

"Prepare the transfer, lackey."

"At once, master."

The Biods walked the machine over to Ultimos and Psyphon took the clamps from the side and attached them to Ultimos' neck before he pulled the lever. The machine hummed to life before draining the power from Ultimos' body into the machine and two handles rose up.

Vilgax took the handles as his entire body glowed blue, the powers from Ultimos transferring into him and Psyphon grinned with glee.

"It is done. Ultimos' powers are now yours."

"The power of the greatest heroes of ten worlds surges within me. Finally, I am ready to take my revenge."

"Master?"

"We travel to Earth where I will destroy that backwater world's two greatest heroes: Ben and Jen Tennyson!"

* * *

In Bellwood's warehouse district, just outside the Omni-Team headquarters, Lucky Girl, Absorber Huntress and Matter Girl were battling a snake-like alien named Ssserpent.

Ssserpent resembled a snake that stood as tall as a human. He had two boneless, jointless arms that end in snake mouths and a long tail that slithered across the ground.

Huntress shouted out as she ran in with her spear and leaped up, shouting out before she was swatted away and hit with a groan.

Lucky Girl looked to her sister and shouted out as she fired a bunch of mana balls that the serpentine alien dodged as Matter Girl ran in with bladed arms, only for the alien to slither around her and flick her away with his tail.

Ssserpent then wrapped his hissing arm around Lucky Girl and hoisted her up into the air.

"Let me go!"

The creature growled as he tried to poison Lucky Girl with his arm, but luckily, she brought a shield up with her leg, blocking him as she blasted him with her mana eye lasers, sending him crashing away as she hit the ground with a frontflip.

"I thought snakes were supposed to rattle before they strike," she said as Huntress aimed her bow at him.

"I'm not a rrrattlesssnake."

"Whatever," Huntress said, knocking an arrow. "She was just trying to make conversation, snakeskin."

They both started firing blast arrows and mana discs at Ssserpent as he dodged around them and Huntress got him with a sharp arrow, causing him to yelp out before he swatted her away as Absorber ran in with metal arms and hit him.

"Where were you?"

"I was looking for some metal to absorb."

He then tried landing metal punches on the snake creature, but he dodged them and spat some venom in his face before striking him off with his tail.

The snake alien tried to attack Absorber, but he was grabbed in a headlock by Matter Girl and blocked off by Lucky Girl who formed a shield to block him.

"Back off!"

"Snake venom! Burns!"

Matter Girl then formed an energy ball in her hand and blasted off the top of a fire hydrant and Lucky Girl redirected it into Kevin's face, washing away the venom.

Ssserpent then slid over to Huntress and coiled around her, smiling.

"I swallow my prey whole."

"I did not need to know that," Huntress groaned before she reached to her belt and stabbed Ssserpent with a dagger, causing him to stumble back as she flicked off the blood.

Lucky Girl then restrained Ssserpent with her mana tendrils as Matter Girl and Huntress then jumped in and laid the smackdown on Ssserpent.

"You okay, Kevin?" Lucky Girl said to her boyfriend.

"I will be, Gwen. As soon as I armor up," Absorber said, absorbing the concrete.

"This would be a whole lot easier if the twins were here like they promised!" Matter Girl shouted, grabbing an arm as her brother grabbed it too.

"Yeah. An hour ago!" Huntress shouted as she held him back with her spear.

"I guess those fancy watches of theirs don't keep good time!" Absorber said.

"I just wonder where they are!" Lucky Girl said.

* * *

The twins were in the living room of the Tennyson residence where Emma sat, playing with Jen's hand-me-down dolls on the couch as Jen sighed and sat at the family piano as her little sister watched the TV with her bother as he sipped on a smoothie and rubbed her head.

"Hmm... what to write," Jen said as she pressed down on the keys, only to catch a rhythm and an idea clicked in her head as she started pressing the keys rhythmically as she sang to herself.

**"I can't lie  
It's hard to hear  
****After all we've shared  
****After all these years  
I don't know  
****What I'm supposed to say  
What I'm supposed to feel  
****Seeing you this way**

**I wish I had the answers  
To all the questions in your mind  
****Wish I could say it will get better  
But I can't look at you and lie  
****I know I've had my share of troubles  
****So who am I to give advice  
But if you ain't felt forgiveness  
****It seems like now's the time."**

"Wow," Emma said, enamored by her sister's singing. "You are really good at this."

"She's right," Ben said, jabbing his shoulder. "You are one of the best I've seen."

"Oh, stop," Jen said, blushing. "You're just saying that because you're my siblings."

"No way!" Ben and Emma said.

Suddenly, an image flickered before them and an white-skinned alien in radiant robes appeared and the twins instinctively gasped and reached for their Omnitrixes.

"Pardon the intrusion, Ben and Jen Tennyson. I mean you no harm."

"And you are?" Ben asked.

"I am Lukik, Senior Ambassador of the Dracosian Empire."

Ben suddenly burped and Jen slapped him upside the head for rudeness.

"Sorry. There's more room out than in."

"You are wise indeed, Ben Tennyson. As is your sister. I have been granted the great honor of presenting you with these."

A shimmering box appeared in Lukik's hands and he opened it up.

"As a small token of gratitude in your parts in saving all life in the universe from extinction at the hands of the Highbreed, my people present you two with the Galactic Medal of Honor. It is the highest reward a non-Dracosian can be given."

Lukik then marched over and hung the two medals around the twins' necks.

"Thanks," Jen said. "The two of us are honored."

"I think we can turn into one of you guys," Ben said, flipping through the Omnitrix.

"We haven't unlocked the Dracosian form, bro," Jen whispered.

"The people of Dracosia marvel at your power and offer you our gratitude," Lukik said, bowing to the twins before vanishing.

"Yeah," Ben said. "That's what they all say."

Jen sighed as she and Ben walked over to the two trophy cases on either side of the room and opened them, placing the medals inside of the cases that were clearly starting to overflow.

"We're gonna need bigger trophy cases," Jen said.

"Tell that to Mom and Dad."

_"This summer," _the TV Announcer said over the TV as the twins attention was caught. _"Ishiama and Kenko play the game of their lives. Sumo Slammers: The Motion Picture!"_

Ben and Jen then screamed as they grasped hands and jumped up and down, clearly fanboying/fangirling over it.

"Wow," Emma said, smiling before the twins' cellphones started ringing.

"Hello?"

_"Ben, Jen? It's your cousins Gwen and Becky,"_ Lucky Girl said.

"Yeah?"

_"Is this a bad time?"_

"Yeah, kind of," Ben said, flipping through the channels. "There's going to be a Sumo Slammers' movie and I'm trying to see if the commercial's coming back on."

_"Wow," _Huntress said. _"We're really sorry to disturb you two, but it's just that you're late for our mission! And the bad guy is kicking our butts!"_

_"So if it's not too much trouble, hero up and get over here!"_

"Oh," Jen said. "Sorry, guys. I guess we just forgot about it."

_"NOW!"_

"Okay," Jen said as Ben grabbed his jacket and prepared his Omnitrix before Emma dropped the dolls and walked over, placing a hand on Jen's leg.

"I'm coming too."

"Why?" Ben asked.

"Because Mom and Dad are working right now and we can't leave Emma alone," Jen sighed as she flipped through her Omnitrix. "Let's just go."

"Right," Ben said as they slammed the cores down and transformed into...

"Jetray!"

"AeroForce!"

Jetray grabbed Emma and flew them to the site of the fight as AeroForce closed the windows before taking off.

They looked down and observed the fight going on as their four teammates were constantly swatted away before transforming into...

"Cannonbolt!"

"Crystagirl!"

"About time you got here," Matter Girl said, placing a hand on the Ephedian's shoulder.

"There's going to be a Sumo Slammers' movie," Crystagirl said.

"Really?" Absorber asked. "Live action?"

"Guys, focus! Bad guy on the loose!" Huntress said.

"And what's Emma doing here?" Lucky Girl asked.

"We can't leave her alone," Crystagirl said.

"Right," Cannonbolt said. "It's not that big a deal. Creeps like this... uh, what do you call yourself?"

"I am Ssserpent, the snake that walks like a man."

"Crystempactus," Crystagirl said, slamming the ground, sending up a ton of pink crystals that slammed into Ssserpent before Cannonbolt rolled up into his ball form and rolled over Ssserpent several times.

"Is it okay if we call you Roadkill, the snake that only made it halfway across the street?" Cannonbolt asked.

"Uggh."

"We'll take that as a yes," Crystagirl smiled.

Emma giggled and hugged her sister's leg as she and Ben transformed back.

"Well, that didn't take long," Ben said.

"We've been fighting that guy for over an hour!" Becky said as she and the others went back to their civilian clohting.

"Oh. Sorry," Jen said, rubbing her head.

"Oh?" Gwen asked. "Where have you two been?"

"We were kind of hung up getting another medal," Ben said. "That reminds me, we need bigger trophy cases."

"Seriously, our closets are full of awards."

"You two have been so full of yourselves lately," Ally said, disappointed.

"What's the big deal? We got here, we took out the bad guy for you," Ben said.

"No harm done," Jen said nervously as her friends and cousins huffed and left before she looked down to her sneakers, slightly ashamed.

* * *

"Shotgun! I called it!" Manny said as the new and improved Rust Bucket drove down the road with the Light Triplets, Helen, Pierce, Alan, Jess, Cooper, Simon and Rosie riding inside.

"You're already riding shotgun, Manny," Helen said.

"Yeah," Jess said, resting her hand on her chin. "Why do you keep calling it over and over?"

"Because it's fun to yell shotgun. Shotgun!"

"Okay, Manny, that's enough," Max said. "This is a Plumber's training mission, not a-"

"Huh?" Wade asked, hearing a beeping from the dashboard.

"What is that?" Lila asked, standing up.

"Planetary defense alert. We just put the satellites in a month ago. An alien war fleet is heading for Earth."

"Another one?" Rosie asked. "Seriously?!"

"I take back what I said earlier, kids. This isn't a training mission. This is the real deal."

Max made a legal U-Turn and turned around to the site.

* * *

A bunch of news helicopters were flying over the site of an alien device that was blockaded by a bunch of police squad cars. Psyphon was typing in commands on the alien device rapidly as the S.W.A.T. team aimed their weapons on him.

"Okay, buddy, last time. Either come along quietly or we're gonna take you down hard!"

"Doubtful," Psyphon said.

The S.W.A.T. team fired a laser at Psyphon that he blocked with a force shield before he threw a grenade at the police that he then detonated, causing a huge explosion that sent the S.W.A.T. team running away, destroying the ground and trees surrounding it and causing a huge crater.

"If you distract me again, I shall not be so merciful."

Psyphon then typed in more commands on his gauntlet and the device opened up and shot a blue light into the heavens, creating a large domed force field that surrounded the entire park. No one could enter or leave the park at all.

"It is done," Psyphon declared. "No power on this pitiful planet can breach my forcefield. All within may witness the historic events about to unfold."

Thunder suddenly sounded through the air despite the clear blue skies.

"The master comes."

It was that moment that Vilgax instantly teleported in, stunning all the police outside the forcefield.

"People of Earth, I am Vilgax. Shortly, you'll know me as your master."

"Per the rules of the Galactic Code of Conduct, Lord Vilgax challenges this planet's two greatest protectors to a trial by combat. To the victor, the Earth!" Psyphon announced... just as the Rust Bucket peeled up to Vilgax.

"Never gonna happen, fish face!" Manny said as the Plumbers Kids all lined up, ready to fight with Vilgax.

"Listen to the kid, Vilgax," Max warned as Alan morphed into his Pyronite form. "He knows what he's talking about."

"Max Tennyson. And a particularly motley crew of new Plumbers, I see."

Cooper glared as he used his powers to assemble his giant mech as Simon tossed his backpack up in the air to form his mech as they both ran towards Vilgax.

"Cooper, Simon, no!" Max warned.

Ignoring him, they blasted every missile they had towards Vilgax, who only used his sword to slash the missiles apart, destroying them with nary a scratch on him. He then blasted the Ruby Ray of Ulo at them, only for Helen to quickly rush in and grab them before the mechs were destroyed.

"How many times do we have to tell you to to watch out for the laser beams?"

"You're very fast. But are you faster than this?" Vilgax asked before firing lasers from his eyes that chased after Helen in a similar fashion to Darkseid's laser vision.

"I don't know!" Helen shouted as she dodged left and right around the trees, but the lasers followed her no matter how fast she dodged or ran. She was eventually shocked by the lasers. "I guess not."

"Helen!" Max shouted.

Helen rolled on the ground as Vilgax stood over her with his sword before he was blasted by a solar blast as he looked to see Wade standing there with his hands smoking.

"Leave her alone, you big bully!"

Manny ran in and tried to lay the smackdown on Vilgax, only for the Chimera Sui Gerenis warlord to catch him with one hand.

"Hey! Put me down!"

"Precisely my intention."

Vilgax tossed the Tetramand-human hybrid into Wade, sending the light Osmosian down as Alan flew in and blasted him with several fire blasts as Lila tossed several moon daggers at the squid alien from the other side.

He then sent out possibly the deepest breath ever to Alan, putting out his fire and sending him flying into a tree and down to the ground. He looked to Lila, who eeped nervously as she backed up and put up a moonlight shield before he was blasted by an eclipse blast that sent him skittering back as Nate stood by his sister and Wade walked up to him and groaned as they blasted him with a triple light blast.

Vilgax rolled his eyes and sent a massive rock wave out with a single step that sent the Light Triplets flying, only to fall into a crystal hand that caught them as Rosie glared and manipulated all the plants around Vilgax to ensnare him and sent his sword skittering away before she sent a wave of crystal at him that sent him back as she blocked the his laser eyes with crystal shields that were instantly shattered.

He was then blasted with a wind blast as Jess blasted her air blasts at him from above, glaring as she fluttered in the air.

"I'm impressed. You are certainly a skilled fighter, little one. But not skilled enough!"

Vilgax used his insane strength to break free of the plants before he sent a wave of fire at her that sent her skittering back. The Florian-Petrosapien hybrid groaned as she fainted in Pierce's arms as he sent tons of thorns at Vilgax, not even phasing him as he sent another rock wave towards him, sending him crashing down, unconscious.

"No!" Jess shouted before she was hit by the Ruby Ray of Ulo and sent to the ground, unconscious, wings furled up.

Vilgax looked around at the destruction he caused and the defeated Plumber's Kids all around him.

"Now where are you hiding, Max Tennyson?"

"Closer than you think!" Max shouted, taking off his ID mask that rendered him invisible and he blasted him with the energy cannon from the Rust Bucket, but it barely phased Vilgax and he smirked.

"Oh. _There _you are."

He then simply backslapped his old nemesis away, sending him crashing to the ground, unconscious. Psyphon then appeared to him with the collar for the power transfer machine, only for Vilgax to stop him.

"No. Don't waste your time draining their feeble powers. Leave them here and let them deliver my message. In one Earth rotation, I will return to this place to battle the Earth heroes Ben and Jen 10, otherwise known as the Omni-Twins for the fate of the Earth."

"And if they do not come?"

"I will exercise my legal right and destroy this pitiful planet."

* * *

The Omni-Team sat at a table at Mr. Smoothies, sipping on their drinks as Emma sat on her brother's lap as he sighed.

"I'm not kidding, you two. I'm really mad at you."

"But you won't stay mad at us," Ben said. "We're family."

"Come on, Gwen," Jen said, holding up a smiling Emma. "How could you stay mad at this adorable little face?"

"Wow. Using your little sister as leverage. Not cool," Becky said as Jen frowned.

"You guys are completely full of yourselves."

"Which is forgivable because we saved the entire universe," Ben said.

"You were late for a mission. The four of us could've been killed!" Ally said.

"And I don't think you guys are cool right now," Kevin said. "I think you're obnoxious."

Everyone turned to him, shocked.

"Obnoxious. That's what Gwen used to call me all the time. Am I using it right?"

"Couldn't have said it better myself."

"He's right," Becky said. "You tow have been obnoxious ever since you-"

"Saved the entire universe?" Jen asked, raising an eyebrow.

"See? You're doing it again."

"Obnoxious," Becky agreed, sighing as Emma winced and laid a hand on Jen's leg.

"I think they're a little right," she said, bracing for it. "You have been a little bit cocky lately."

"You think so, Emma?" Jen asked. "I mean, we did save all life in the universe."

"Yeah, but not by yourselves," Ally said. "Without our help and all of the heroes we recruited, you two never could've done it."

"Maybe you're right," Ben said. "But after we stopped the Highbreed invasion, I think we deserve to enjoy our success. Not just us, you guys too. Especially you, Ally. You have $10,000 to waste."

"I put it in the bank. There's a lot I can use that for."

"Lighten up, guys," Jen chuckled. "Have a smoothie on me."

"Okay," Gwen said as she uncapped her lid. "Here's a smoothie on you."

Gwen then dumped the smoothie all over Jen's head and she gasped as the others chuckled at her.

"Uh-oh," Ben said as Jen smirked and her eyes glowed pink as everyone's smoothies levitated out of their hands as she smiled and uncapped them with her telekinesis.

"I hope you guys like pineapple!" she said. "You know how long it takes to wash my hair as is!"

"Come on, Jen!" Gwen said, gesturing at her red and black attire. "This is a new shirt!"

That was when Ben and Jen's Omnitrixes started beeping and Jen gasped as she set the smoothies down.

"That's the Plumbers' comm link," Ben said as he and his sister pressed a button on their Omnitrixes, activating the communication function.

"That's got to be... Grandpa Max?" Jen asked.

_"Bad news, guys," _Max said as the Plumbers' Kids were recovering in the Rust Bucket. _"Vilgax is back."_

"What?" Ben asked. "But that's impossible."

"Last time, we blew him to bits under the city," Jen said. "How can he still be alive?"

_"I'm sure he remembers what you guys did to him. Vilgax has issued a Conqueror's Challenge to you two."_

"The twins can't accept that!" Kevin shouted as everyone else looked on as Emma looked worried.

"I don't think we have much choice," Ben said. "What's a Conqueror's Challenge?"

_"The Galvan set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds."_

"And Vilgax is challenging us?" Jen asked. "But I thought you said a single warrior."

_"This is an exception because he knows that neither one of you can fight nearly as well without the other. He wants revenge on both of you, after all."_

"So when and where do we kick his butt again?" Ben asked.

_"It's not that simple. After he recovered from his final loss to you five years ago, he's since conquered ten worlds and absorbed the powers of those worlds' champions after he defeated them. He's not the same warrior you fought before."_

"Oh man," the twins said in chorus as Emma looked worriedly to them.

"What's wrong?"

"Um, Emma, your big brother and sister have to go fight a really bad squid man," Ben said, placing his hands on his little sister's shoulders.

"Sorry guys. You're not going to leave me out of this one."

"But you can't fight," Jen said, worried. "We don't want you to get hurt."

"I know how scary it is," Emma said. "And I don't care... I kind of snuck off and played your video games when you two and Mom and Dad were asleep."

"The Rated-M ones?" Ben asked as Emma nodded innocently. "What?"

"For how long?"

"Um... a few months," Emma said, smiling widely.

"Wow. She's super-smart for a five year old," Jen said. "And that's why we love her."

"Let's get to the headquarters and prep," Becky said.

"I'll get Pink Angel," Jen sighed as she and Ben walked off in the opposite direction of the others to get their cars.

* * *

Everyone regrouped at the headquarters with the cars parked outside as Ben looked up to the computer.

"Courtney," Ben said. "Replay today's brawl at the park."

_"Yes, Ben," _Courtney complied as she played on the monitor as Jen looked at her Omnitrix and sighed.

"I'm thinking about changing my hero name," she said. "Omni-Pink isn't unique enough."

"Didn't you choose that name?" Ally asked.

"Actually, no. That name was given to us by the public when we announced we were the Omni-Twins."

"So you don't want to be the Omni-Twins anymore?" Ben asked.

"Oh no, we're keeping that part. I just don't want to be called Omni-Pink anymore. So you guys can start calling me... Morphina!"

"Morphina?" Gwen asked.

"Yeah. It fits the shapeshifting theme I have. It'll take some getting used to, but trust me."

"If you're changing mine to... Hero Core," Ben said, crossing his arms.

"Nice," Jen said, fist-bumping him.

The team looked up at the large computer screen to see Vilgax get blasted by their grandfather at point blank range.

"That's gotta hurt," Ben said.

...And then their grandfather getting slapped aside by said squid alien warlord effortlessly.

"Or at least you'd think it would," Ally said, wincing.

"He's more powerful than ever," Gwen said.

"No kidding. We barely used to beat him in the old days."

"But we were ten years old, or thirteen in Ally's case," Jen remembered.

"Um, you guys see how easily he took down Max and his new Plumbers?" Kevin asked. "I doubt even your Master Spark form can handle that kind of power."

"But those were the rookies," Ben said. "We're the A-Team. We've taken down Vilgax (and you on one occasion) down before and we'll do it again."

"And if we can take down the Highbreed and-"

"Save the whole entire universe!" the rest of the team chorused.

"We know," Becky said, folding her arms.

"...we can handle this."

"But it's a Conqueror's Challenge," Ally reminded. "If what Max said is any indication, the four of us can't help you per the Galactic Code of Conduct."

"So I still think you're gonna need an edge," Kevin said, walking away as the video shut down and pressed a button on the keyboard that lifted a garage door open and they looked inside to see a huge machine of some sort before them.

"Okay, what is that for?" Ben asked.

"You know your Omnitrixes?" Kevin asked.

"Yeah?" Jen asked, nervously.

"We're gonna hack them."

"Huh?!" Ben and Jen asked, slightly disturbed.

* * *

Later on, Jen pulled on Ally's leg as the goth girl picked the little girl up and held her in her arms, petting her head.

"There, there, kid," Ally said. "We're all nervous from this."

"I don't think this is such a really bad idea," Gwen said.

"Right there with you," Ben said, stepping back as he and his twin stood on opposite sides of the table with the twin nozzles above it.

"Me three," Jen gulped.

"Relax, guys," Kevin said. "I've been acquiring stuff we need to fix the Omnitrixes for months."

"Make that years when you count the times you were trying to steal it from them," Becky said, stepping back.

"Let it go, Becky," Kevin whispered.

"It's too risky," Gwen said.

"I don't want anything bad to happen to my family, Kevin," Emma begged.

"I agree," Jen said. "But what's the bigger risk? Not doing this, or risking it to have a better chance to take down Vilgax?"

"If Kevin can bypass the safeguards and unlock the Grand Master Control, we'll be able to do anything with them," Ben said. "But then, you guys are kind of right."

"Do you ever think there's a reason they call them _safe_guards?" Ally asked.

"I thought that you already had the Master Control?" Gwen asked.

"Azmuth did reward it, but he only unlocked our ability to instantly change forms at will and only every alien we've ever unlocked. We still can't use all the forms."

"I think that's what Kevin has in mind," Ben said. "He wants to hack them to unlock every form in these things."

"Vilgax won't stand a chance," Jen nodded as the twins placed their wrists on the scanners.

"I'm in," Kevin said. "Let me see if I can access the user interface."

A green and pink laser beam shone down on the Omnitrixes, morphing them back to their original forms.

"Ooh, sorry."

"Are you sure you know what you were doing?" Becky asked.

"As much as ever," he said as he pressed a few more buttons. "See? Nothing to worry about."

It was at that point that two alarms sounded out and the Omnitrixes both shined out a brilliant light to reveal a projection of...

"Azmuth?" the twins chorused.

_"Yes, Azmuth, Creator of the Omnitrixes."_

"And we don't think we've ever thanked you for that," Ben chuckled." Really nice of you."

_"This is no time for jests, Ben and Jen Tennyson. My disappointment with you two is great."_

"Yeah, the line starts over here," Kevin waved.

"Shut it!" Jen shouted.

_"Once, I believed you two possessed the maturity to wield the two most powerful weapons in the universe."_

"And then you paid the slightest bit of attention," Ally sighed.

_"Wrong. It was only very recently that the twins have strayed from the hero's path."_

"But we saved-"

_"I know what you two have achieved. That is the only reason that I allow you two to keep the Omnitrixes. My hope is that you will grow into the roles. But the full power of the Omnitrixes cannot be entrusted to you two just yet. Do not tamper with the Omnitrixes, Ben and Jen Tennyson. You are not ready."_

With that, the image dissipated and the twins sighed, bowing their heads.

"Whoa," Becky said.

"Seriously," Gwen said. "You really dodged a bullet this time, you two."

"But what if this is a test?" Ben asked.

"A test?!" Ally asked.

"What if Azmuth wants us to take the situation into our own hands?" Jen asked, unsure. "You never know what's going on in that frog's head. Maybe we have to earn the power?"

"Maybe," Ally said. "But he definitely didn't mean it this way!"

"Seriously, don't do it," Gwen said. "Shut this thing down now."

"Yes, ma'am," Kevin said as he started typing in commands, only for the machines to start sparking.

"Um, Kevin?" Ally asked as she and the others stepped back. "Did you test that thing before using it just now?"

"Um... no?"

"Oh boy," Jen asked as the machine sparked and overloaded as the lasers blasted the two Omnitrixes started glowing and a holographic interface showed up around both of them.

"They're out of control!" Ben shouted. "Run for it! All of you!"

"Hang on!" Kevin said as the others all crowded around Gwen and she put a forcefield over them as Kevin ran for the twins and tried to help pry their arms off the table, only for the Omnitrixes to let loose a magnificent surge of energy, causing the machine to explode in a green and pink light and that section of the headquarters was completely destroyed in seconds flat, burying everyone under a mountain of rubble.

* * *

**To be continued...**


	39. Vengeance of Vilgax: Part 2

In the rubble of the garage, Gwen expanded her forcefield and sent the scraps of rubble away from her, Becky, Ally and Emma as Ally groaned and held her arm, a little sore.

"You alright?"

"Yeah, I'm good," Ally said. "You girls?"

"We're fine," Becky said as Emma hugged her sister's best friend.

"Thanks for protecting me, Ally."

"No problem kid," Ally said, hugging her back. "That's what friends do."

"What about the twins and Kevin?" Gwen asked as they heard a stirring and saw Chromastone push the rubble off of him and look at the girls.

"Ben!" she said as she looked to see Rockette push the rubble off of her as well. "And Jen."

Then, she saw Echo Echo suddenly appear along with Discharge.

"And... Ben and Jen?"

That's when the aliens suddenly ran off, a glassy look in their eyes.

"Ben, Jen, come back! All of you!"

"What are you talking about?" Ben asked as Jen levitated the rubble off of them. "We're right here."

That was when the familiar anti-gravity device appeared and levitated up the globs of goo that was Ben's Polymorph form, Goop oozing out of the garage door.

"And over there."

And then, the tiny blue fairy alien flew out of the rubble and flew out of the door as well into the night.

"And there," Jen said, looking at her watch. "What's going on here?"

"That's what I was going to say," Becky said.

It was then that they heard heavy breathing.

"Kevin!" everyone chorused as they all ran over and started pulling the rubble off, including Emma.

"Come on!" Emma said as she put all she had into lifting the rubble off and eventually succeeded, panting heavily after she did so.

"Wow," Jen said, lifting her sister up onto her shoulder. "You've got spunk, sis."

"Thank you."

"You okay in there, Kevin?" Ben asked, pulling the rubble away before gasping at the sight before him.

"What's wrong?" Ally asked before she gasped herself and the other girls did as well.

"What?" Kevin asked. "Half the garage fell on me. Of course I look a little..."

Gwen then pulled out her makeup mirror and showed it to Kevin, who gasped at the sight of his reflection.

He kept his original yet his entire body structure was made out of common elements that he has previously absorbed. The right half of his face, the left half of his chest, the upper right half of his chest, part of his back, and his left arm was made of concrete. The lower right half of his chest, part of his back, his stomach, and his right arm was made of metal. The left half of his face was made of Taydenite, and his legs was made of wood. He only wore a pair of black briefs as clothing.

"...banged up."

"Oh man," Jen said, feeling so guilty.

"No! I'm a monster again!"

"Calm down, Kevin," Gwen said. "Just try to change back to normal."

"Right. Just concentrate."

Kevin closed his eyes and tried to concentrate, but none of his mutations receded.

"It's not working."

"Maybe it's feedback from the watches like the last time he mutated?" Ally suggested.

"But the twins know a lot more about the Omnitrix now. Maybe they can do something?" Becky asked.

"Yeah, right, guys? Guys?" Gwen asked, only to see the twins scrolling through their Omnitrixes.

"Sorry," Jen said as she showed their Omnitrixes. "Look at the Omnitrixes. I'm missing Rockette, Discharge, Frostblight and Stinkbomb."

"And I'm missing Chromastone, Echo Echo, Goop and even Way Big. How did he manage to sneak away?"

"Yeah, that's a good question," Ally wondered.

Suddenly, the Omnitrixes once again, shone out a green and pink light that combined together to show the holographic image of Azmuth, glaring sternly at the twins.

"Ben and Jen Tennyson, I warned you of the consequences of tampering with the Omnitrixes!"

"It wasn't our fault!" Ben said. "The machine just malfunctioned and it was too late!"

"We were just trying-" Jen began.

"To defy my instructions! Well you have succeeded! The escaped Geno Archetypes-"

"What?"

"Your transformations. They will perish if they aren't restored to the Omnimatrixes within 24 hours. And if they do, they will be lost to you two forever."

"How do we get them back?" Jen asked.

"When you are close to them, set the Omnitrixes to Capture Mode. They will do the rest."

"The yellow setting," Gwen told them.

"While I recognize that this incident isn't entirely your fault, I see that you two have gotten overconfident with your abilities," Azmuth explained. "You two have disappointed me greatly, Ben and Jen Tennyson. I shall not help you again."

Ben and Jen then bowed their heads, ashamed as the projection stopped.

"Gwen?" Ben asked. "Can you track our alien forms with their mana?"

Gwen then focused as her eyes glowed pink and then the glow faded.

"No. They're all the same as you two."

"Doesn't matter," Kevin said. "They all have an Omnitrix symbol."

"We can track them with our badges," Becky said.

"I'm coming," Emma said as she stepped up.

"Are you sure you're ready?" Ally asked.

"I think so."

"Okay," Jen said. "You can come with us this time."

* * *

Ben, Jen and Kevin drove their cars down the road in a line with Ally driving her bike behind them with their communication settings on as Gwen stood in the front seat of Kevin's car and Becky in the front seat of the DX-Mark 10 and Emma in the backseat of Pink Angel.

Gwen pulled up a hologram of Bellwood as Ben looked at Kevin over the communication setting.

"Hey Kevin? Why don't you change back?" Ben asked.

"Yeah, you've been mutated for like 40 miles now," Jen said.

"I can't."

"Huh?"

"I can't!"

"Guys, weren't you listening back at the garage?" Gwen asked. "He's stuck."

"Sorry," Jen said. "Really. We were kind of focused on our Omnitrixes being on the fritz."

"Let me bring you guys up to speed," Kevin said, eyes on the road. "Thanks to that disaster back at the garage, I can't turn back. I'm a monster."

"We're sorry, Kevin," Ben said. "It was just an accident."

"Yeah," Becky said. "I guess it really isn't anyone's fault. The machine just completely malfunctioned."

"And you are not a monster," Gwen said, placing her hand on Kevin's. "Use your powers. Absorb my skin."

"I'm trying. It doesn't work. I'm trapped like this forever."

"Man," Ally said, bowing her head as all four hubs on the cars suddenly beeped, showing a green and pink symbol.

"We found Chromastone and Frostblight," Ben said.

"Let's go get them," Emma said.

* * *

The team looked to see the Pier covered in frost and snow as Chromastone slammed the spinning octopus ride as Frostblight flew by, using her ice breath on everything in sight.

"Not quite the smooth talker they used to be," Ally said.

"Without Ben and Jen's guiding intelligence-" Gwen began.

"Thank you," Ben and Jen said.

"...such as it is, their alien forms are nothing but instinct."

"What do we do?" Becky asked.

"Let's see. Here, Chromastone!" Ben whistled. "Good Chromastone!"

"Oh yeah," Kevin said. "There's your 'guiding intelligence' in action."

"Let's cut the chatter and play," Becky said as the team heroed up and she took out her spear.

Kevin ran in to Chromastone, who blasted him back with ultraviolet rays and into the back.

"Kevin!" Lucky Girl shouted as she avoided a frosty mist that zoomed by her as Kevin stepped up from the destroyed ride, completely unharmed.

"Okay, have it your way. I was looking for a good fight," Kevin said, cracking his knuckles. "And this is all the excuse I-"

It was at this point that his fist suddenly morphed into a metal mace with Taydenite spikes.

"Oh, you are in _so_ much trouble!"

He then used his new mace hand to swat Chromastone, only to get swatted back. Kevin growled as he swatted him back with his mace hand, sending him sliding back on the dock, just as he was tripped up by Huntress' spear as she held it over him.

Chromastone was about to blast Huntress with an ultraviolet ray, only for Lucky Girl to catch this and shield her with a force field that quickly shattered from the powerful blasts.

Huntress and Kevin stood side by side, Huntress docking an arrow into her bow.

"This looks like a job for Humungousaur!" the newly christened Hero Core said as he slammed the core down and transformed into...

"Or Upchuck," the Gourmand sighed. "Upchuck is good."

Upchuck ran at Chromastone and swallowed his ultraviolet blast before he fired it right back at him, causing him to absorb his own blast. This continued in a stalemate for a few minutes as Huntress looked at her arrow and smiled as she switched it for an explosive arrow.

"Maybe I can break the tie," she said as she aimed carefully and fired the arrow at Chromastone, sending him crashing back.

"How did that help?" Upchuck asked as Kevin slammed Chromastone back with a hammer arm and a smirk.

"It put me in a good position to do that. Did that help?"

"Yeah, it does," Upchuck sighed as he set his Omnitrix symbol to Capture Mode and it glowed yellow, absorbing Chromastone back into it.

Elsewhere on the pier, Lucky Girl blasted mana blast after mana blast at Frostblight, who zipped around and froze the floor with a cold blast as Matter Girl slipped into a generator as her hand followed to it before sparking.

"Huh," Matter Girl said as Morph Mistress dodged and hit her Omnitrix, turning into Inferno as she countered the ice blasts with fire blasts and a fiery glare.

"Bring it on, me!" Inferno shouted, blasting forth with a fireball that Frostblight blew through with an icy blast that she flew through with a shout and Matter Girl blasted out with the lightning energy she absorbed that shocked Frostblight, causing her to yelp out in shock as Emma ran up and grabbed the icy fairy alien, squeezing her like a grape in her arms as she struggled to get out as Inferno set her Omnitrix to Capture Mode, catching the Cryosprite inside before she and her brother transformed back, their work at the pier done.

"Okay, two down, six to go," Ben said.

* * *

The team drove down the road as Ally yawned on her bike and Emma fell asleep in the backseat.

"We've been at this for hours," Kevin groaned. "We need some rest."

"No time," Ben said, driving down the road. "We need this."

"You're kind of right," Becky said. "You two are going to need your full powers to take on Vilgax."

Gwen adjusted and fixed up her laptop and hooked her badge's USB device up to it.

"What are you doing with that laptop?" Kevin asked.

"I hooked it up to my badge and now I have access to the Extranet. Vilgax has beaten the greatest heroes of ten worlds."

"We're not too worried," Ben said. "We beat him when we were only kids."

"You two should be worried. Those heroes he beat? Now he has all their powers too."

"Not to mention your Omnitrixes are busted," Ally said.

"You broke them!" Jen shouted to Kevin.

"You guys broke them and turned me into this!"

"It was no one's fault!"

Suddenly, they were hit by a massive soundwave that sent them screeching down the road, creating a roadblock as Jen looked on.

"What hit us?"

Everyone was surrounded by Echo Echo clones and looked at each other wearily as Rockette stepped up, holding her guitar with a glare as she sent out a power chord that rocked the cars again as everyone filed out and the Echo Echos fired a wall of sound, combined with Rockette's power chords.

"Echo Echo and Rockette," Jen said as Ally screeched to a stop. "Good combination for us, not to fight against."

"You said it," Ben said as they transformed into...

"Brainstorm!"

"Stinkfly!"

"Ooh, you went Lepidopterran?" Brainstorm asked.

"You should try some more of my aliens on for size," Stinkfly said to her brother before blasting slime out from her eyestalks, blasting the Echo Echoes one by one as the Cerebrocrustacean blasted forth with a blast of lightning to them as well.

"Greetings, my Sonorosian friend, it's time for you to do the right thing."

Echo Echo only blasted Brainstorm with a sound blast as he groaned and Stinkfly flew around the giant fists that were flying at her before she brawled Rockette's guitar with her tail's stinger as her brother looked at the Echo Echos.

"Amusing. Now I must firmly suggest that you stick your posterior back inside my Omnitrix."

Echo Echo only screeched again as Brainstorm glared.

"You realize I am forced to take your inappropriate act of aggression as an act of war, correct?"

Echo Echo only surrounded Brainstorm in clones and blasted him with a Wall of Sound, combined with Rockette's power chords made an absolutely unbearable wall of noise as Emma woke up from her nap inside the car and glared, her fists clenching as she ran outside and tackled Rockette to the ground, surprising her and the guitar fell out of her hands as Stinkfly flew up.

"Sorry I had to do that, sis," Emma said. "I'm only attacking you for your own good."

"Wow," Stinkfly said, flying up and absorbing Rockette and her guitar. "You're brave, little sis."

"Thanks," Emma said, proud.

"I demand that you release me, you inferior twits!"

"I'd do as he says, guys," Becky said, blasting forwards with her arrows, sending the clones flying away.

"They're right next to you, Ben! Just absorb them!" Ally said.

"Oh, right."

Brainstorm then set his Omnitrix to Capture Mode and absorbed the Echo Echoes.

"I mean, really?"

"Sorry. Brain fart," Brainstorm said.

* * *

"Are the Omnitrixes working?" Kevin asked as the group drove their vehicles down the city road as the twins briefly turned on their auto-drive setting to check their Omnitrixes.

"Pretty much," Jen said, checking to see she had only Stinkbomb and Discharge missing.

"Once we have all our transformations back, we'll be smooth sailing."

"Aren't you guys forgetting something?" Becky asked her cousin as Emma looked on in the backseat of Pink Angel.

"Uh, no? What else is there?" Jen asked.

"You guys were going to do something in about... five hours from now?" Gwen asked.

"You mean Vilgax?" Ben asked. :We'll fight to the death and beat him like we always do. Nothing more."

"Guys, you've got to get focus."

"We are focused," Jen said. "We have to get our transformations back. We don't stand a chance at beating Vilgax without our full power."

The radars beeped to show two aliens beneath them.

"We've got a read on Goop and Stinkbomb. They're directly below us."

"Did you say, below us?" Jen asked as they all pulled over onto the side of the road and Ally removed her helmet and removed the manhole cover.

"Are you sure Goop and Stinkbomb are down there?" Becky asked as Jen held her sister.

"They have to be," Ben said. "It's a sewer. I researched that Skunkians live off of toxic waste as a food supply. And Goop... well, yeah."

"O.M.G.," Jen said. "The girl in pink going down into the sewer. A match made in heaven!"

* * *

Everyone climbed down the ladder into the sewer and Jen and Gwen lit the way with a mana ball in their hands and Ben activated his flashlight setting on his Omnitrix, showing an hourlgass-shaped light.

"Well, look on the bright side," Becky chuckled, looking at the filthy water soaking her shoes. "It isn't as gross as when you two had to fly into Victor Validus' nose."

"True," Jen said as Emma walked beside her, looking up at the mana in her hand.

"Goop and Stinkbomb could be anywhere here," Ben said. "The sewer goes throughout all of Bellwood."

"What else could be here, alligators?" Becky asked, using her spear as a walking stick.

"I heard that people get baby alligators as pets and then flush them down the toilet. They get gigantic in the sewers," Ben said as Emma got a bit scared and Jen glared at their brother.

"Maybe I should go up top and guard the exit," Ally said.

"Aw, big tough Ally is scared of alligators," Jen smirked as Ally chuckled.

"Good one."

"There aren't any alligators in the sewers," Gwen said. "That's just an urban myth."

"Yeah, superheroes are supposed to be an urban myth too," Kevin said.

"Anyway, Jen's scared of spiders."

"There's spiders down here?!" Jen asked, nervous as Gwen pulled at her shirt.

"Hold on," Ben said as he leaned down and saw a familiar circular device in the water. "I found Goop's anti-gravity projector."

"So where's the rest of them?"

That was when the water swirled around Ben and Goop swirled around and wrapped his entire gelatinous body around Ben's body, trapping him.

"Ben!" Jen shouted before she caught a whiff of powerful fumes as she looked to see her skunk alien form over by a sewer pipe, scratching and clawing at the pipes to get at the goodies inside. "Oh no. I am not going to do that."

Gwen and Kevin ran in to help Ben, only to get blasted back by a slime ball each, sending them flying back into the wall before he blasted at the pipes above the area and they came crashing around them.

Becky and Ally ran at Stinkbomb as Becky blasted forth with her arrows, scratching the skunk alien's hide as she hissed at her and Ally gave a powerful roundhouse kick to her.

Stinkbomb glared before she blasted her toxic cloud at her, practically assaulting her lungs as she reached her Omnitrix and transformed into...

"AeroForce!" the Harpian cawed before she ducked her wings into her body and then corkscrewed her way through the cloud, blowing it away as Ally absorbed the metal from the gratae and then morphed her foot into a hammer and performed a powerful roundhouse kick, sending the skunk alien flying back as AeroForce glared and flew in and they scratched and clawed each other with paws and talons.

Ben struggled as Goop was distracted with Kevin and Lucky Girl as he reached for his Omnitrix before he activated it and transformed into...

"Swampfire!"

AeroForce then looked to the transformation Ben made and her feathered eyebrows rose as Goop reformed himself and she ducked and dodged around all of Stinkbomb's gas clouds and blowing them away with her gusts as Goop tackled and ran around Swampfire as they ran down the tunnel.

Goop ran down as Swampfire lit a fireball in his hand with a glare before Lucky Girl gasped in horror.

"Oh no!" Huntress shouted.

"Ben, don't shoot fireballs! This tunnel's full of methane!"

"Full of what?!" AeroForce shouted as Stinkbomb gasped at what she was causing.

Pillars of fire burst forth from the manholes covering the sewers for several miles.

Swampfire simply regenerated himself from the ground and groaned as Lucky Girl levitated the others up and Jen appeared in her Anodite form, holding an unconscious Stinkbomb in her arms bridal style as the skunk alien groaned in slight pain as Jen laid her in her lap and stroked her fur gently.

'There there," Jen literally reassured herself as Stinkbomb smiled at her own touch before adjusting her Omnitrix. "It's time for you to come back home, me."

Stinkbomb only nodded weakly before she was absorbed back into Jen's Omnitrix in a yellow glow.

Emma only groaned as she struggled in the forcefield as Matter Girl held in her arms and stroked her hair.

"You'll be okay," the goth hero said to the five-year old who only nodded.

"Sorry for blowing you guys up," Swampfire said. "I had no idea that would happen."

"It happens when you combine our fire aliens' powers with Stinkbomb's gas clouds," Jen said, crossing her arms as she hovered in the air.

That was when Goop's anti-gravity projector flew in and sliced Swampfire into bits and pieces before he degenerated into solid mush on the ground and his head stuck up from said mush as Goop reformed from the sewers and continued slicing him.

"Hey! Cut that out!"

Suddenly, the anti-gravity device was caught in a pink glow and Goop simply stood in place, barely moving as he struggled against the grip.

"Jen?" Huntress asked as Jen looked shocked.

"I'm not doing this!" she said as Lucky Girl looked and saw the little girl on the ground hold one hand out and looked shocked at her hand as she giggled.

"Huh? Is it working?" Emma asked as she looked at the very tiny pink glow in her hand.

"She's a Spark?" Gwen gasped, shocked.

"OMG," Ally said as Swampfire simply walked over to the paralyzed Goop and absorbed him into the Omnitrix and the glow ceased.

"Unbelievable," Jen said as she powered down and lifted her little sister up.

"I can't believe it either," Emma said. "I just felt like I needed to help you and I just... acted out."

"They're still incredibly weak compared to when we first got our powers," Gwen said. "You're going to need your own training with Grandma Verdona."

"Let's get to the cars," Ben said. "We'll worry about this later."

"Right, big brother," Emma said, hugging her siblings and they hugged her back. "Let's go."

* * *

Soon enough, the team was driving along Bellwood in different areas this time, looking at the radars for any sign of Discharge and Way Big with their communicators going.

"It's only an hour away until you guys have to fight Vilgax," Gwen said.

"And all of us are maybe forty miles away from Way Big's location," Kevin said.

"And Discharge is solidified electricity," Becky said. "She could be halfway across California by now."

"We're doomed," Ally sighed before all the team's Plumber's badges rang and they picked it up.

"Yeah, Grandpa?" Jen asked over the conference call.

"It's almost showtime, Ben and Jen," Grandpa Max said as he started to gear up in the Rust Bucket. "And I've been thinking: Vilgax is Plumber's business. As good as you are, you're still just kids. I'll take him on."

"No," Ben said. "This is our fight, Grandpa. Vilgax challenged us. Not you."

"And we're the twins with the Omnitrixes," Jen said.

"At least most of them."

"Are you sure?"

"You made us co-leaders of the Earth Plumber's base," Ben said. "That's the plan."

"You have less than an hour, guys."

"And we're going to win. We've got to go, Grandpa," Jen said, hanging up.

"Jen I might be able to get, but how can you beat Vilgax without Way Big? Aside from Alien X, he's your most powerful transformation."

"That's how you beat him on Xenon, right?"

"And that's how we'll beat him this time too. We'll just stall him," Ben pointed out.

"Until what?"

"We're going to us him as bait for Way Big and Discharge," Jen said. "They love a good fight."

* * *

Morning came and the entire Channel 3 New Crew was on the scene at the park that was surrounded by the force field as Psyphon suddenly appeared in a flash and raised his hands to the sky.

"People of Earth, today's challenge is being broadcast simultaneously on all information channels," he announced. "Be forewarned, the Conqueror's Challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champions fail to show, Vilgax will declare victory and annihilate the Earth, as is his legal right."

"And if Vilgax chickens out, we win, right?" a voice said and Psyphon looked up to see Ben as Jetray and Jen as Battlefly swoop in through the forcefield and to his feet. "Will you have to work for us then?"

"We kind of hate mowing the lawn at home."

"After the battle, I will personally remove the Omnitrixes from your persons and present it to Vilgax... speaking of whom..."

Psyphon disappeared back into the lead ship and what appeared to be a meteorite came crashing down straight into the area where Jetray and Battlefly were standing sending them skittering back. When the smoke cleared, they looked to see Vilgax appear from the fire, glaring down at his old enemies.

"Ben and Jen 10, I've come to kill you and conquer your world. Is now a bad time?"

"Any time with you is a bad time, Vilgax," Battlefly said as she stood up and hovered above him.

"Are you two ready to die, Ben and Jen?"

"Can we skip with the threats and get to the fighting already? There's a Sumo Slammers marathon at 8 and I forgot to set the DVR," Jetray said.

Vilgax unsheathed his sword and sent up a pillar of fire that blasted the twins, only for them to reappear in a flash of fire in the air.

"That's a yes."

Jetray blasted his neuroshock blasts from his eyes and tail and Battlefly sent a blast of air from her hands that Vilgax immediately blocked with the shield on his left gauntlet.

"Your powers are no match for the Shield of Seagle!"

Vilgax then ran after them as they flew off and leaped in the air and blasted Jetray with the Ruby Ray of Ulo, sendin him crashing down to the ground. He landed and grabbed Jetray's tail and sent him flying into Battlefly, sending both crashing into a nearby fountain in the park, groaning.

He grabbed Battlefly and smashed her into the fountain, leaving a heavy dent in the frame before he moved on to Jetray and continued the process, punching and kicking him before he suddenly transformed and phased through him, freezing him.

"Big Chill!"

Battlefly groaned and touched her Omnitrix symbol and transformed into...

"Grey Matter," she groaned before she leaped out of the dent and ran off and glared hatefully as she pressed it again and turned into...

"Kung Fang!"

Vilgax struggled in his frozen prison as Big Chill spread his wings out.

"Nothing like a refreshing dip on a hot summer day. And Vilgax, you _are _that dip."

"I will be free!" Vilgax said, blasting his laser vision out and breaking the ice.

"Guess so," Big Chill said, phasing through Vilgax's punch and freezing his hand in the water as Kung Fang flew in and sliced Vilgax with her katanas, shouting out as she did so and flew alongside her brother.

"My hand!"

"You know what they say," Kung Fang smirked. "Cold hands."

Vilgax grunted as he broke his hand from the ice and flew after the dodging twins, blasting his laser vision at Big Chill, who phased through it.

"You've got to let us finish our quips, Vilgax," Big Chill said. "It's sort of a rule."

"Keep joking, children. It'll make my victory all the sweeter."

As he said this, Vilgax adjusted his gauntlet and glowered at Big Chill as he suddenly grasped him, despite the intangibility.

"Hey! You can't touch me while I'm intangible!"

"Oh no?"

Big Chill was then violently shocked from the gauntlet's electricity.

"My mistake," Vilgax smirked as he blasted his laser vision at Kung Fang as she charged at him, sending her crashing down to the ground.

Vilgax then unsheathed his blazing sword and looked towards Big Chill.

"Why don't you pick on somebody your own size? Or better yet..."

Just as Vilgax swung his sword down, Big Chill had already phased through the ground and transformed into...

"Humungousaur!" the 60 ft. Vaxasaurian shouted as he swatted Vilgax away with his tail, before he was blasted with the laser beams as Vilgax hit the ground, sliding backwards.

Kung Fang transformed into Blossom Rose and shouted out as she hit him with her solar beam from the flower bud on her head, sending him back.

"I don't care how many worlds you've conquered," she said. "You're not getting this one!"

She then punched the ground, sending tons of thorned vines swarming around Vilgax and wrapped him up as her brother landed a powerful punch on him.

This sent a powerful shockwave through the area... as Vilgax just broke through the vines and sent the twins crashing into the crater, smashing Humungousaur's face and he grabbed Jen's throat, causing her to reach for it, suffocating her as her green skinned turned an even deeper green.

"Yield now and I promise your demise will be mercifully brief!"

"Don't listen to him, guys!" Lucky Girl's voice shouted and Vilgax looked up to see the others and Emma on Huntress' shoulders hovering on a mana platform.

"Yeah, you guys have beat him before, you can do it again!" Huntress said.

"We've got something bigger than Humungousaur!"

Soon enough, a huge shadow loomed over the entirety of the battlefield and the twins only looked on in shock as Way Big towered over everyone as Vilgax glared outwards.

"Do not interfere with this contest!"

"Who's interfering, squidhead?!" Kevin shouted as Discharge suddenly appeared in a flash of blue lightning and blasted Vilgax back before wrapping herr tail around his arm and yanking him down, cackling like the demon she kind of was before she turned to her host self and smiled, nodding as the twins turned back.

"The twins aren't going to give up so easily, Vilgax!"

"We're just getting started!" Jen said, wrapping her hands in mana as Vilgax leaped back to avoid Way Big stepping on him, landing on his back as Ben reabsorbed Way Big. That was when the human-Anodite hybrid smiled to Discharge and they both high-fived with a smile as Discharge was absorbed back into her Omnitrix.

"Okay, Vilgeek! Let's see how you like a taste of Way Big!" Ben said, slamming down his core and transforming into...

"Chromastone?! Oh, man!"

"Unbelievable," Jen sighed as she shook her head before she opened her eyes, revealing them to be glowing pink as she shouted out as her human form melted away into her Anodite form, shouting out in fury.

Vilgax ran forwards as Jen levitated behind her brother and shouted out as she blasted him with one of her best mana beams, charging him up as he shot forth a super-charged ultraviolet ray, sending Vilgax flying several miles away, crashing straight into the force field and into a ship, utterly destroying it.

"Home run!" Chromastone shouted as he and his sister flew over to Vilgax as he walked out of the wreckage. "What you gonna do now, tough guy?"

"I'm glad you asked," the Chimera Sui Generis said as he encased his sword in crystal and blocked Chromastone's ultraviolet rays and walked forwards, withstanding it as the rest of the Omni-Team walked into the scene (along with Max in his Plumber's Gear) as Jen added her mana blasts to the mix, but Vilgax was just too strong.

"It's over, Omni-Twins!" Vilgax said, decrystallizing his sword and bringing it down on Chromastone, shattering him to pieces before Jen gasped and he plunged his sword straight through her gut, causing her to gasp out in pain.

"I am victorious!"

"NO!" Gwen shouted in horror as she fell into her boyfriend's embrace as Emma gasped out.

"NO! Jen! Ben!"

"I am victorious!" Vilgax said as Psyphon appeared as the Anodite Jen slumped over on the sword, mana tendril hair falling in her face.

"Fetch me my prize," Vilgax said, not noticing as Jen started to heath heavy breaths and her hair started hovering over her.

Psyphon walked over and fetched the Omnitrix symbol from the crystals that used to make up Chromastone and he picked it up.

"Here it is, Master. One of the Omnitrixes. This world now belongs to you now!"

"You're a meanie!" Emma said, running over to Vilgax as Ally gasped and ran over to her.

"What?"

"You heard me! You're a huge meanie!" Emma said. "No one on this planet is going to answer to a bully like you!"

"They won't have a choice," Vilgax told the little girl. "Because you and everyone else on it will be instantly destroyed in a few minutes."

That was when the Omnitrix started glowing green and floated out of Psyphon's hand, the crystals reforming around it as they dispersed to form...

"Diamondhead!"

And at that point, Jen placed her hand on the sword's hilt as Vilgax looked at her in horror, her eyes blazing with fury as her hair burst into flames. She screamed out as she hit Vilgax back with a powerful mana wave as her form transformed (without her in control, btw) into her Master Spark form, phoenix wings flapping as she loomed over him, fists clenching.

"You're in trouble now, Vilgax. We've been doing a lot of practice with our old aliens since we got the Master Control."

**"I don't care how many champions you've defeated on how many planets,"** Jen said, her voice echoing. **"You've never fought anything like this."**

"Remember Jen, you're extremely limited in how much power your Master Spark form can use."

**"I'll keep that in mind, brother."**

Vilgax blocked all of Diamondhead's crystals with his Shield of Seagle before he was blown away as Diamondhead leaped over his head and blasted him with several more crystals as Jen flew in and blasted him with a blazing mana ray, sending him crashing into a pillar of crystal formed by Diamondhead as she blocked his ruby ray with a crystal forcefield around herself as she formed four crystals of red, blue, green and yellow around herself before she sent them spinning at Vilgax in an orbit, battering into him and sending him crashing back as she panted, exhausted as Vilgax recovered and slammed Diamondhead through the pillar he formed as Jen raised her hand and formed a massive sword in her hand as her crystals blasted Vilgax with beams of the four elements, sending him panting as Diamondhead went by her and formed three giant crystals over his head and smiled as he looked to his sister.

"Ready, sis?"

"I think so," she said, sweat running down her head and her voice no longer echoing she was clearly exhausted as she held her large sword and her crystals disappeared.

Diamondhead shouted out as he crushed Vilgax with the pillars and Jen shouted out as she brought her sword down, smashing through the crystals and sending forth a massive blast of green and pink. It was at that point that she exhausted her mana powers and she fell to the ground, her Master Spark form fading away into her regular Anodite form and then back to her human form, groaning outwards as Ben transformed back as he helped her up on the massive crystals as they both looked to the battered and bruised Vilgax as he groaned in pain.

"Say the word," Ben said as Jen stood on her own after a few seconds.

"I... give..."

"Yeah, that's right," Jen said. "You do."

"When are you going to learn, Vilgax? You can't beat the Omni-Twins," Ben said. "No matter who else you've beaten, no matter how many powers you have, we'll always have something you don't."

"And what is that?" Vilgax groaned.

"The brother-sister bond we have with each other," Jen said as she and Ben hugged each other. "That's stronger than any power you could ever hope to have."

"She's got that right."

"You did it!" Emma said as she leaped into Jen's arms and they hugged. "You actually beat him!"

"You're right," Ben said. "We did it all by ourselves this time."

"You could've done better if you had our help," Kevin said as Jen smiled and put her hair back over her shoulders.

"Yeah, you're right."

* * *

"Vilgax," Max said, walking over as everyone regrouped. "By the rules of the Galactic Code of Conduct as ratified by the Casey-Kelly Accords, you have lost this Conqueror's Challenge. You must leave the planet Earth and never attack it again. Do you acknowledge?"

"I do," Vilgax said reluctantly. "But know this, Ben and Jen Tennyson: I will have my vengeance upon you one day."

"That day ain't coming," Ben said as Jen glared.

"You heard him: get off our planet now or else I'll have Rainbowgon completely annihilate you."

Vilgax and Psyphon teleported away, the entire fleet and the force field disappearing as well from sight.

"Oh man," Ben said.

"What is it?" Gwen asked.

"We were on TV all over the world."

"I guess our secret's out," Jen sighed.

"Well, I used Plumber's Tech to block the transmission about halfway through the battle. Nobody saw Ben and Jen Tennyson. You secret's safe."

"What happened to Chromastone?"

"Who knows?" Ben asked. "His form's not working in this thing anymore."

"Or mine," Jen sighed. "Our Omnitrixes are connected after all."

"But the team's still working, right?" Ben asked as he and his sister put their hands in.

"Right," Gwen and Becky said as they laid their hands in.

"Of course," Ally said, laying her hand on top. "Kevin?"

"I was gonna!" he said, laying his hand on top.

"It's Hero Time," Ben and Jen said in unison.

Emma smiled as Max looked to her.

"So, you have your Grandma's spark too, eh?"

"It's very weak apparently, but yeah."

"She's going to have to give you lessons privately, little one," Max said as Emma sighed.

* * *

**Next time on Ben and Jen 10:**

**Inferno**

**If anyone has a better alternate hero name for Jen than Morph Mistress, please let me know in the reviews and you'll receive full credit in the next chapter.**


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